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 setoff or counterclaim that the Trust 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 Original Guarantor or the 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 Original Guarantor or the 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 Debentures or any

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 setoff or counterclaim that the Trust 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 Original Guarantor of or the Trust 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 Original Guarantor Indenture or the Trust 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 circumstance which might otherwise constitute a legal or equitable discharge or defense of Guarantor. Each Additional Guarantor further agrees that, as between it, on the terms one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Preferred Securities or Guaranteed Obligations may be accelerated as provided in Article Seven of the extension of time Indenture for the performance 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 other obligation underacceleration of such Guaranteed Obligations as provided in Article Seven of the Indenture, arising out of, such Guaranteed Obligations (whether or in connection with, not due and payable) shall forthwith become due and payable by such Additional Guarantor for the Preferred Securities (other than an extension purposes 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 Debentures or anyits 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 setoff or counterclaim that the Trust 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 Original Guarantor of or the Trust 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 Original Guarantor Indenture or the Trust 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 circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Additional Guarantor further agrees that, as between it, on the terms one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the Preferred Securities or Additional Guaranteed Obligations may be accelerated as provided in Article Five of the extension of time Indenture for the performance purposes of its Additional Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Additional Guaranteed Obligations, and (b) in the event of any other obligation underacceleration of such Additional Guaranteed Obligations as provided in Article Five of the Indenture, arising out of, such Additional Guaranteed Obligations (whether or in connection with, not due and payable) shall forthwith become due and payable by such Additional Guarantor for the Preferred Securities (other than an extension purposes 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 Debentures or anyits Additional Guarantee.