If any Holder or the Trustee is required by any court or otherwise to return to the Company, LVMH, or any Custodian, Trustee or other similar official acting in relation to either of the Company or LVMH, any amount paid by the Company or LVMH to the Trustee or such Holder, the LVMH Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
LVMH further agrees that, as between LVMH, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.2 hereof for the purposes of this LVMH Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Section 6.2 hereof, such obligations shall forthwith become due and payable by LVMH for the purpose of this LVMH Guarantee.
LVMH shall be subrogated to all rights of the Holders of the Securities against the Company in respect of any amount paid by LVMH on account of such Securities pursuant to the provisions of this LVMH Guarantee or this Indenture; provided, however, that LVMH shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and any premium and interest on, all Securities issued hereunder shall have been paid in full.
(b) To evidence the LVMH Guarantee set forth in this Section 11.1, LVMH hereby agrees that a notation of such LVMH Guarantee substantially in the form set forth in paragraph (d) of this Section 11.1 will be endorsed by manual or facsimile signature by an authorized signatory of LVMH on each Security authenticated and delivered by the Trustee.
Subject to paragraph (c) below, LVMH hereby agrees that the LVMH Guarantee set forth in this Section 11.1 will remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such LVMH Guarantee. If an authorized signatory whose signature is on the notation of the LVMH Guarantee no longer holds that office at the time the Trustee authenticates the Security on which a notation of the LVMH Guarantee is endorsed, the LVMH Guarantee will be valid nevertheless.
The delivery of any Security by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the LVMH Guarantee set forth in this Indenture on behalf of LVMH.
(c) This Section 11.1, and the LVMH Guarantee, shall become effective upon the execution of a counterpart of this Indenture or an indenture supplemental hereto by LVMH in order to provide such LVMH Guarantee and, subject to the Company remaining a Subsidiary of LVMH until such date, will remain in full force and effect until repayment in full of all amounts (in principal, premium, if any, and interest) due to the Holders of the Securities in accordance with the terms and conditions of this Indenture. The Guarantee will automatically terminate and be released on the date on which all amounts will have been paid in full to the Holders of the Securities in accordance with the terms of this Indenture or the date on which the Company ceases to be a Subsidiary of LVMH, whichever is earlier.
The Trustee will execute any documents reasonably requested of it in order to evidence or effect the release, discharge and termination in respect of such LVMH Guarantee as provided for above. Neither the Company nor LVMH will be required to make a notation on the Securities to reflect any such release, termination or discharge.
(d) Form of notation of LVMH Guarantee:
Subject to the limitations set forth in the Indenture referred to in the Security upon which this notation is endorsed, LVMH has unconditionally guaranteed: (a) the due and punctual payment of the principal of, premium, if any, and interest on the Securities, whether
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