Common use of Enforcement of Guarantee Clause in Contracts

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Outstanding Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, ; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. 3.01 A certificate of the Bank as to any default by the Borrower in the payment of any Guaranteed Sum shall be conclusive against the Guarantor save in the event of a proven error. 3.02 The Guarantor and undertakes to pay all sums due hereunder in full, free of set‑off or counterclaim. This Guarantee may be enforced by the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with Bank upon provision of a statement of the Guarantee Trustee to be held reason for the benefit demand. 3.03 The Bank shall not be obliged before exercising any of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the timerights, method and place of conducting any proceeding for any remedy available powers or remedies conferred upon it in respect of the Guarantor by this Guarantee Agreement, including or by law to: (a) take any action or obtain judgement in any court against the giving Borrower; (b) make demand of directions the Borrower; (c) make or file any claim or proof in a winding-up or dissolution of the Borrower; (d) enforce or seek to enforce any security taken in respect of any of the Guarantee Trustee, obligations of the Borrower in respect of the Guaranteed Sums or exercising Liabilities; or (e) have recourse to any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreementguarantee, and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought it may have of first against requiring the Issuer Bank (or any trustee or agent on its behalf) to proceed against or enforce or exhaust any other rights or security or claim payment from any person before claiming from the Guarantor under this Guarantee. This waiver applies irrespective of any law or entity before proceeding directly against any provision of the Finance Contract to the contrary. 3.04 Where the Bank makes any demand hereunder, the Guarantor may pay to the Bank all outstanding Guaranteed Sums, including sums arising under Article 3.02 (Interest on overdue sums) of the Finance Contract, in settlement of its obligations hereunder. If the Guarantor makes such payment, the Bank shall, upon the request and at the expense of the Guarantor, assign to the Guarantor the Bank's rights under the Finance Contract and under any security therefor.

Enforcement of Guarantee. 3.01 A certificate of the Bank as to any default by the Borrower in the payment of any Guaranteed Sum shall be conclusive against the Guarantor save in the event of a proven error. 3.02 The Guarantor and undertakes to pay all sums due hereunder in full, free of set-off or counterclaim. This Guarantee may be enforced by the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with Bank upon provision of a statement of the Guarantee Trustee to be held reason for the benefit demand. 3.03 The Bank shall not be obliged before exercising any of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the timerights, method and place of conducting any proceeding for any remedy available powers or remedies conferred upon it in respect of the Guarantor by this Guarantee Agreement, including or by law to: (a) take any action or obtain judgement in any court against the giving Borrower; (b) make demand of directions the Borrower; (c) make or file any claim or proof in a winding-up or dissolution of the Borrower; (d) enforce or seek to enforce any security taken in respect of any of the Guarantee Trustee, obligations of the Borrower in respect of the Guaranteed Sums or exercising Liabilities; or (e) have recourse to any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreementguarantee, and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought it may have of first against requiring the Issuer Bank (or any trustee or agent on its behalf) to proceed against or enforce or exhaust any other rights or security or claim payment from any person before claiming from the Guarantor under this Guarantee. This waiver applies irrespective of any law or entity before proceeding directly against any provision of the Finance Contract to the contrary. 3.04 Where the Bank makes any demand hereunder, the Guarantor may pay to the Bank all outstanding Guaranteed Sums, including sums arising under Article 3.02 (Interest on overdue sums) of the Finance Contract, in settlement of its obligations hereunder. If the Guarantor makes such payment, the Bank shall, upon the request and at the expense of the Guarantor, assign to the Guarantor the Bank's rights under the Finance Contract and under any security therefor.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (iiHolders;(ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, ; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, ; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) subject to the provisions of Section 3.2, Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, ; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the 19 16 Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in aggregate liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, Agreement including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement; provided, however, that, except for directing the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, the Guarantee Trustee shall not take any of the foregoing actions at the direction of the Holders unless the Guarantee Trustee shall have received, at the expense of the Guarantor, an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that such action will not result in the Trust being treated as an association taxable as a corporation or a partnership for United States Federal income tax purposes and that, following such action, each holder of Trust Securities will be treated for United States Federal income tax purposes as owning an undivided beneficial interest in the Subordinated Debentures; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement for any reason, any Holder may may, at its own expense, institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the IssuerTrust, the Guarantee Trustee Trustee, or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that and agree that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; ; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; ; (iii) Holders representing not less than a Majority in liquidation amount of the Outstanding Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, and ; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. The Guarantor and the ------------------------- Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in aggregate liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, Agreement including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement; provided, -------- however, that, except for directing the time, method and place of conducting any ------- proceeding for any remedy available to the Guarantee Trustee, the Guarantee Trustee shall not take any of the foregoing actions at the direction of the Holders unless the Guarantee Trustee shall have received, at the expense of the Guarantor, an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that such action will not result in the Trust being treated as an association taxable as a corporation or a partnership for United States Federal income tax purposes and that, following such action, each holder of Trust Securities will be treated for United States Federal income tax purposes as owning an undivided beneficial interest in the Subordinated Debentures; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement for any reason, any Holder may may, at its own expense, institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the IssuerTrust, the Guarantee Trustee Trustee, or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority [of Outstanding] [in liquidation amount of the of] Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, ; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its such Holder's rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. The Guarantor and the Preferred Securities Guarantee Trustee expressly acknowledge and agree that (ia) this Preferred Securities Guarantee Agreement will be deposited with the Preferred Securities Guarantee Trustee to be held for the benefit of the Holders; (iib) the Preferred Securities Guarantee Trustee has the right to enforce this Preferred Securities Guarantee Agreement on behalf of the Holders; (iiic) Holders representing not less than a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee Agreement, ; and (ivd) if the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee AgreementAgreement as provided in clauses (b) and (c) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Preferred Securities Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Preferred Securities Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Outstanding Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee AgreementAgreement provided, that, subject to Section 3.1, the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Guarantee Trustee shall determine that the action or proceedings so directed would involve the Guarantee Trustee in personal liability; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount of the Preferred Outstanding Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement, including the giving of directions to the Guarantee Trustee, Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement, ; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought without first instituting a legal proceeding against the Issuer Issuer, the Guarantee Trustee or any other person or entity before proceeding directly against the GuarantorPerson.

Enforcement of Guarantee. The Guarantor and the Guarantee Trustee expressly acknowledge that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority in liquidation amount Stated Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available in respect of this Guarantee Agreement, Agreement including the giving of directions to the Guarantee Trustee, or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement; provided, however, that, except for directing the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, the Guarantee Trustee shall not take any of the foregoing actions at the direction of the Holders unless the Guarantee Trustee shall have received, at the expense of Time Warner, an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that such action will not result in the Trust being treated as an association taxable as a corporation or a partnership for United States Federal income tax purposes and that, following such action, each holder of Trust Securities will be treated for United States Federal income tax purposes as owning an undivided beneficial interest in the Subordinated Notes; and (iv) if the Guarantee Trustee fails to enforce this Guarantee AgreementAgreement for any reason, any Holder may of Preferred Securities may, at its own expense, after a period of 30 days has elapsed from such Holder's written request to the Guarantee Trustee to enforce this Guarantee Agreement, institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the IssuerTrust, the Guarantee Trustee Trustee, or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of such Holder's right to receive payment under the Guarantee. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.