Common use of Additional Guarantee Clause in Contracts

Additional Guarantee. (a) The Additional Guarantor irrevocably and unconditionally guarantees, on a subordinated basis as provided herein, the Original Guarantor's obligations to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Trust or the Original Guarantor), as and when due, regardless of any defense, right of set-off or counterclaim that the Trust or the Original Guarantor may have or assert (the "Additional Guarantee"). The Additional Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Additional Guarantor to the Holders or by causing the Trust or the Original Guarantor to pay such amounts to the Holders. (b) The Additional Guarantor hereby waives notice of acceptance of this Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Trust or the Original Guarantor or any other Person before proceeding against the Additional Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. (c) The obligations, covenants, agreements and duties of the Additional Guarantor under this Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (i) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust or the Original Guarantor of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Trust or the Original Guarantor; (ii) the extension of time for the payment by the Trust of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the extension of any interest payment period on the Subordinated Notes permitted by the Indenture); (iii) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Trust granting indulgence or extension of any kind; (iv) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust; (v) any invalidity of, or defect or deficiency in, the Preferred Securities; (vi) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (vii) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section that the obligations of the Additional Guarantor thereunder shall be absolute and unconditional under any and all circumstances. (d) There shall be no obligation of the Holders to give notice to, or obtain consent of, the Additional Guarantor with respect to the happening of anything set forth in Section 6(c).

Additional Guarantee. (a) The Additional Guarantor irrevocably and unconditionally guarantees, on a subordinated basis as provided herein, the Original Guarantor's obligations to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Trust or the Original Guarantor), as and when due, regardless of any defense, right of set-off setoff or counterclaim that the Trust or the Original Guarantor may have or assert (the "Additional Guarantee"). The Additional Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Additional Guarantor to the Holders or by causing the Trust Original Guarantor or the Original Guarantor Trust to pay such amounts to the Holders. (b) The Additional Guarantor hereby waives notice of acceptance of this Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Trust Original Guarantor or the Original Guarantor Trust or any other Person before proceeding against the Additional Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. (c) The obligations, covenants, agreements and duties of the Additional Guarantor under this Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: : (i) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust or the Original Guarantor of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Trust or the Original Guarantor; ; (ii) the extension of time for the payment by the Trust of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the extension of any interest payment period on the Subordinated Notes permitted by the Indenture); (iii) any failure, omission, delay Debentures or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Trust granting indulgence or extension of any kind; (iv) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust; (v) any invalidity of, or defect or deficiency in, the Preferred Securities; (vi) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (vii) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section that the obligations of the Additional Guarantor thereunder shall be absolute and unconditional under any and all circumstances.any (d) There shall be no obligation of the Holders to give notice to, or obtain consent of, the Additional Guarantor with respect to the happening of anything set forth in Section 6(c4(c).

Additional Guarantee. (a) The Each Additional Guarantor irrevocably hereby jointly and severally fully and unconditionally guarantees, on a subordinated basis as provided herein, the Original Guarantor's obligations to pay in full to the Holders the Guarantee Payments guarantees (without duplication of amounts theretofore paid by the Trust or the Original Guarantor), as and when due, regardless of any defense, right of set-off or counterclaim that the Trust or the Original Guarantor may have or assert (the each an "Additional Guarantee"). The Additional Guarantor's obligation ) to make each Holder of a Guarantee Payment may be satisfied Security authenticated and delivered by direct payment the Trustee and to the Trustee and its successors and assigns, irrespective of the required amounts validity and enforceability of the Indenture or the Securities or the obligations of the Company or any other Additional Guarantor to the Holders or the Trustee hereunder or thereunder, that (a) the principal of, premium, if any, and interest on the Securities will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other obligations of the Company or the Additional Guarantor to the Holders or by causing the Trust of or the Original Guarantor to pay such amounts to Trustee under the Holders. Indenture or the Securities hereunder (including fees, expenses or others) (collectively, the "Additional Guaranteed Obligations") will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Securities; and (b) The in case of any extension of time of payment or renewal of any Additional Guaranteed Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. If the Company shall fail to pay when due, or to perform, any Additional Guaranteed Obligations, for whatever reason, each Additional Guarantor hereby waives notice shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of acceptance of this Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against Default under the Trust Indenture or the Original Guarantor or any other Person before proceeding against Securities shall constitute an event of default under this Additional Guarantee, and shall entitle the Holders of Securities to accelerate the Additional Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. (c) The obligations, covenants, agreements and duties Guaranteed Obligations of the Additional Guarantor under this Agreement shall hereunder in no way be affected or impaired by reason the same manner and to the same extent as the Additional Guaranteed Obligations of the happening from time to time Company. Each Additional Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the following: (i) the release or waiver, by operation of law or otherwise, Securities with respect to any provisions of the performance or observance by the Trust Indenture or the Original Guarantor Securities, any release of any express other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or implied agreementnot an Additional Guarantee is affixed to any particular Security, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Trust or the Original Guarantor; (ii) the extension of time for the payment by the Trust of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the extension of any interest payment period on the Subordinated Notes permitted by the Indenture); (iii) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Trust granting indulgence or extension of any kind; (iv) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust; (v) any invalidity of, or defect or deficiency in, the Preferred Securities; (vi) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (vii) any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Additional Guarantor further agrees that, it being as between it, on the intent one hand, and the Holders of this Section that Securities and the obligations Trustee, on the other hand, (a) the maturity of the Additional Guarantor thereunder shall Guaranteed Obligations may be absolute and unconditional under any and all circumstances. (d) There shall be no obligation accelerated as provided in Article Five of the Holders to give notice toIndenture for the purposes of its Additional Guarantee, notwithstanding any stay, injunction or obtain consent of, other prohibition preventing such acceleration in respect of the Additional Guaranteed Obligations, and (b) in the event of any acceleration of such Additional Guaranteed Obligations as provided in Article Five of the Indenture, such Additional Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Additional Guarantor with respect to for the happening purposes of anything set forth in Section 6(c)its Additional Guarantee.

Additional Guarantee. (a) The Each Additional Guarantor irrevocably hereby jointly and severally fully and unconditionally guarantees, on a subordinated basis as provided herein, the Original Guarantor's obligations to pay in full to the Holders the Guarantee Payments guarantees (without duplication of amounts theretofore paid by the Trust or the Original Guarantor), as and when due, regardless of any defense, right of set-off or counterclaim that the Trust or the Original Guarantor may have or assert (the each an "Additional Guarantee"). The Additional Guarantor's obligation ) to make each Holder of a Guarantee Payment may be satisfied Security authenticated and delivered by direct payment the Trustee and to the Trustee and its successors and assigns, irrespective of the required amounts validity and enforceability of the Indenture or the Securities or the obligations of the Company or any other Additional Guarantor to the Holders or the Trustee hereunder or thereunder, that (a) the principal of, premium, if any, and interest on the Securities will be duly and punctually paid in full when due, whether at maturity, upon redemption, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Securities and all other obligations of the Company or the Additional Guarantor to the Holders or by causing the Trust of or the Original Guarantor to pay such amounts to Trustee under the Holders. Indenture or the Securities hereunder (including fees, expenses or others) (collectively, the "Guaranteed Obligations") will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Securities; and (b) The in case of any extension of time of payment or renewal of any Guaranteed Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. If the Company shall fail to pay when due, or to perform, any Guaranteed Obligations, for whatever reason, each Additional Guarantor hereby waives notice shall be obligated to pay, or to perform or cause the performance of, the same immediately. An Event of acceptance of this Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against Default under the Trust Indenture or the Original Guarantor or any other Person before proceeding against Securities shall constitute an event of default under this Additional Guarantee, and shall entitle the Additional Guarantor, protest, notice Holders of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. (c) The obligations, covenants, agreements and duties Securities to accelerate the Guaranteed Obligations of the Additional Guarantor under this Agreement shall hereunder in no way be affected or impaired by reason the same manner and to the same extent as the Guaranteed Obligations of the happening from time to time Company. Each Additional Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the following: (i) the release or waiver, by operation of law or otherwise, Securities with respect to any provisions of the performance or observance by the Trust Indenture or the Original Guarantor Securities, any release of any express other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or implied agreementnot an Additional Guarantee is affixed to any particular Security, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Trust or the Original Guarantor; (ii) the extension of time for the payment by the Trust of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the extension of any interest payment period on the Subordinated Notes permitted by the Indenture); (iii) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Trust granting indulgence or extension of any kind; (iv) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust; (v) any invalidity of, or defect or deficiency in, the Preferred Securities; (vi) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (vii) any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a guarantorGuarantor. Each Additional Guarantor further agrees that, it being as between it, on the intent one hand, and the Holders of this Section that Securities and the obligations Trustee, on the other hand, (a) the maturity of the Guaranteed Obligations may be accelerated as provided in Article Seven of the Indenture for the purposes of its Additional Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (b) in the event of any acceleration of such Guaranteed Obligations as provided in Article Seven of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Additional Guarantor thereunder shall be absolute and unconditional under any and all circumstancesfor the purposes of its Additional Guarantee. (d) There shall be no obligation of the Holders to give notice to, or obtain consent of, the Additional Guarantor with respect to the happening of anything set forth in Section 6(c).