Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust; (b) the extension of time for the payment by the Trust of all or any portion of the Capital Payments, Redemption Price, liquidation preference amount or other liquidation distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities; (c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such Holders pursuant to the terms of the Trust Preferred Securities or any action on the part of the Trust granting indulgence or extension of any kind; (d) 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; (e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) 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 4.04 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 4 contracts
Samples: Subordinated Guarantee Agreement (Deutsche Bank Aktiengesellschaft), Subordinated Guarantee Agreement (Deutsche Bank Capital Funding LLC IX), Subordinated Guarantee Agreement (Deutsche Bank Capital Funding Trust VIII)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital Payments, Arrears of Payments, Redemption Price, liquidation preference amount or other liquidation distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such Holders pursuant to the terms of the Trust Preferred Securities or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 4 contracts
Samples: Subordinated Guarantee Agreement (Deutsche Bank Contingent Capital LLC V), Subordinated Guarantee Agreement (Deutsche Bank Contingent Capital LLC III), Subordinated Guarantee Agreement (Deutsche Bank Contingent Capital LLC V)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the The release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;Issuer.
(b) the The extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Optional Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;.
(c) any Any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust Issuer granting indulgence or extension of any kind;.
(d) the 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 Issuer or any of the assets of the TrustIssuer;
(e) any Any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the The settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any Any other circumstance circumstances whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 4 contracts
Samples: Guarantee Agreement (El Paso Energy Capital Trust I), Guarantee Agreement (El Paso Natural Gas Co), Guarantee Agreement (Amcv Capital Trust I)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of or the Trust Preferred Securities Guarantee Trustee to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders or the Trust Guarantee Trustee pursuant to the terms of the Trust Preferred Securities or this Trust Guarantee, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 3 contracts
Samples: Trust Preferred Securities Guarantee Agreement (Hawaiian Electric Industries Capital Trust Ii), Trust Preferred Securities Guarantee Agreement (Hawaiian Electric Industries Inc), Trust Preferred Securities Guarantee Agreement (Hawaiian Electric Industries Inc)
Obligations Not Affected. (a) The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a1) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b2) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions (other than an extension of time for payment of Distributions that results from an Extension Period on the Debentures as permitted in the applicable Indenture), Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c3) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d4) the voluntary or involuntary liquidation, dissolutiontermination, 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;
(e5) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f6) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g7) to the extent permitted by law, 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. .
(b) There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 2 contracts
Samples: Trust Guarantee Agreement (Heco Capital Trust I), Trust Guarantee Agreement (Hawaiian Electric Co Inc)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Convertible Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Convertible Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Convertible Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Convertible Preferred SecuritiesSecurities (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 Convertible Debentures or any extension of the maturity date of the Convertible Debentures permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Convertible Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Convertible Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.4 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities or any other Persons to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 2 contracts
Samples: Convertible Preferred Securities Guarantee Agreement (Sun Healthcare Group Inc), Convertible Preferred Securities Guarantee Agreement (Sun Healthcare Group Inc)
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor ------------------------ to make the Guarantee Payments under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Junior Subordinated Notes permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 2 contracts
Samples: Guarantee Agreement (Duke Capital Financing Trust Iii), Guarantee Agreement (Duke Energy Capital Trust Ii)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment of the underlying obligation), it being the intent of this Section 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 2 contracts
Samples: Guarantee Agreement (Metlife Inc), Guarantee Agreement (Metlife Inc)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the TrustIssuer;
(b) the extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust 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 Debt Securities);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust Issuer granting indulgence or extension of any kind;
(d) 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 Issuer or any of the assets of the TrustIssuer;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Unionbancal Finance Trust Iv), Preferred Securities Guarantee Agreement (Unionbancal Finance Trust Iv)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Debentures permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) any failure or omission to receive any regulatory approval or consent required in connection with the Preferred Securities (or the common equity securities issued by the Trust);
(g) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(gh) 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 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Stifel Financial Corp), Preferred Securities Guarantee Agreement (Stifel Financial Corp)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Debentures permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.3 that the obligations of the Guarantor hereunder with respect to the Guarantee Payments shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 2 contracts
Samples: Trust Preferred Securities Guarantee Agreement (Agl Capital Trust Iii), Trust Preferred Securities Guarantee Agreement (Agl Capital Trust Ii)
Obligations Not Affected. The obligations, covenants, agreements and duties obligations of the Guarantor to make the Guarantee Payments under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the The release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the The extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, with the Trust Preferred SecuritiesSecurities (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 Debt Securities permitted by the Indenture);
(c) any Any failure, omission, delay or lack of diligence on the part of the Property Trustee or the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Property Trustee or the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) the 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;
(e) any Any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the The settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any 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 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Guarantee Trustee or the Holders of the Trust Preferred Securities to give notice to, to or obtain consent of, of the Guarantor or any other Person with respect to the happening of any of the foregoing. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee.
Appears in 2 contracts
Samples: Guarantee Agreement (Omnicare Capital Trust Iii), Guarantee Agreement (NCS of Illinois Inc)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Debentures or any extension of the maturity date of the Debentures permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) any failure or omission to receive any regulatory approval or consent required in connection with the Trust Preferred Securities (or the common equity securities issued by the Trust), including the failure to receive any approval of the Board of Governors of the Federal Reserve System required for the redemption of the Trust Preferred Securities;
(g) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(gh) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment of the underlying obligation), it being the intent of this Section 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing. The Guarantor expressly acknowledges that this Trust Preferred Securities Guarantee will be deposited with the Trust Preferred Guarantee Trustee to be held for the benefit of the Holders.
Appears in 2 contracts
Samples: Trust Preferred Securities Guarantee Agreement (Front Range Capital Trust I), Trust Preferred Securities Guarantee Agreement (Front Range Capital Trust I)
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor to make the Guarantee -------------------------- Payments under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Junior Subordinated Notes permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred the Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Depositor of any express or implied agreement, covenant, term or condition relating to the Trust Agreement or the Preferred Securities to be performed or observed by the TrustDepositor;
(b) the extension of time for the payment by the Trust Depositor of all or any portion of (i) any payment of any monetary obligation of the Capital Payments, Redemption Price, liquidation preference amount or other liquidation distribution or any other sums payable Depositor under the terms of Trust Agreement (including obligations to the Trust Trustees) and the Preferred Securities Securities, or (ii) the extension of time for the full and punctual performance within applicable grace periods of any all other obligation under, arising out of, or in connection with, obligations of the Depositor under the Trust Agreement and the Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities or the Trustees to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders of the Preferred Securities or the Trustees pursuant to the terms of the Trust Agreement or the Preferred Securities Securities, or any action on the part of the Trust Depositor granting indulgence or extension of any kind;
(d) 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 Depositor or any of the assets of the Trust;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred SecuritiesDepositor;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 Agreement that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities or the Trustees to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a1) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b2) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c3) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d4) 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;
(e5) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f6) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g7) 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 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing. In addition to the foregoing provisions of this Section 5.3 and Section 5.2, Guarantor waives all rights and defenses arising out of an election of remedies by Guarantee Trustee or Holders, even though that election of remedies has destroyed the Guarantor's rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise.
Appears in 1 contract
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the TrustIssuer;
(b) the extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDividends, Redemption Price, liquidation preference amount or other liquidation distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities; provided, however, that nothing in this Guarantee shall affect or impair a valid extension;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust Issuer granting indulgence or extension of any kind;
(d) 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 Issuer or any of the assets of the TrustIssuer;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.04 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Trust Securities Guarantee Agreement (Abn Amro Bank Nv)
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor to make the Guarantee ---------------------------------------------------- Payments under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Junior Subordinated Notes permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Guarantee Agreement (Mississippi Power Capital Trust Iii)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust FW Capital of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the TrustFW Capital;
(b) the extension of time for the payment by the Trust FW Capital of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust FW Capital granting indulgence or extension of any kind;
(d) 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 FW Capital or any of the assets of the TrustFW Capital;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed guarantied hereby or hereby incurred; or
(g) 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 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Fw Capital I)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the [Subordinated] Debentures as so -13- provided in the Indenture), Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment of the underlying obligation), it being the intent of this Section 4.04 503 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Guarantee Agreement (Ameren Corp)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the NCBE Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the NCBE Trust;
(b) the extension of time for the payment by the NCBE Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the NCBE Trust granting indulgence or extension of any kind;
(d) 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 NCBE Trust or any of the assets of the NCBE Trust;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any other circumstance circumstances whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Ncbe Capital Trust I)
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor to ------------ ------------------------ make the Guarantee Payments under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Junior Subordinated Debentures permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Trust Securities Guarantee Agreement (Yorkshire Power Group LTD)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Company of any express or implied agreement, covenant, term or condition relating to the Trust Company Preferred Securities to be performed or observed by the TrustCompany;
(b) the extension of time for the payment by the Trust Company of all or any portion of the Capital PaymentsDividends, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Company Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Company Preferred Securities; provided that nothing in this Guarantee shall affect or impair any valid extension;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Company Preferred Securities [if the Trust is the Initial Holder, insert: (or so long as the Initial Holder is the Holder of the Company Preferred Securities, on the part of the Holders of the Trust Preferred Securities Securities)] to enforce, assert or exercise any right, privilege, power or remedy conferred on such Holders pursuant to the terms of the Company Preferred Securities [(or Trust Preferred Securities Securities, as applicable)] or any action on the part of the Trust Company [(or the Trust, if applicable)] granting indulgence or extension of any kind;
(d) 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 Company or any of the assets of the TrustCompany;
(e) any invalidity of, or defect or deficiency in, the Trust Company Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Subordinated Guarantee Agreement (Credit Suisse Group)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the deferral of any interest payment on the Debt Securities permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Stanley Works)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under J.P. Xxxxxx xxxer this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital Paymentsdistributions, Preferred Redemption Price, liquidation preference amount or other liquidation distribution distributions 15 15 or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, any of the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any other circumstance circumstances whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.04 5.03 that the obligations of the Guarantor hereunder J.P. Xxxxxx xxxeunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with J.P. Xxxxxx xxxh respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Guarantee Agreement (Morgan J P Index Funding Co I)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Asset Trust Preferred Guarantee shall be absolute and unconditional and shall remain in full force and effect until the entire liquidation amount of all outstanding Asset Trust Preferred Securities shall have been paid and such obligation shall in no way be affected or impaired by reason of the happening from time to time of any of event, including without limitation, the following, whether or not with notice to, or the consent of, the Guarantor:
(a) the The release or waiver, by operation of law or otherwise, of the performance or observance by the Asset Trust of any express or implied agreement, covenant, term or condition relating to the Asset Trust Preferred Securities to be performed or observed by the Asset Trust;
(b) the The extension of time for the payment by the Asset Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Asset Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, with the Asset Trust Preferred Securities;
(c) any Any failure, omission, delay or lack of diligence on the part of the Asset Property Trustee or the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Asset Property Trustee or the Holders pursuant to the terms of the Asset Trust Preferred Securities Securities, or any action on the part of the Asset Trust granting indulgence or extension of any kind;
(d) the 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 Asset Trust or any of the assets of the Asset Trust;
(e) any Any invalidity of, or defect or deficiency in, the Asset Trust Preferred Securities;
(f) the The settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense defence of a guarantor, it being the intent of this Section 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Asset Trust Preferred Securities Guarantee Trustee or the Holders to give notice to, or obtain consent of, of the Guarantor or any other Person with respect to the happening of any of the foregoing. No set-off, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Asset Trust Preferred Guarantee.
Appears in 1 contract
Samples: Series B Asset Trust Preferred Guarantee Agreement (Allfirst Preferred Capital Trust)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor to make the Guarantee Payments under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Debt Securities permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Guarantee Agreement (Avista Corp)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the Series __ Trust Preferred Securities to be performed or observed by the Issuer Trust;
(b) the extension of time for the payment by the Issuer Trust of all or any portion of the Capital PaymentsDistributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Series __ Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series __ Trust Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Series __ Trust Preferred Securities Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind;
(d) 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 Issuer Trust or any of the assets of the Issuer Trust;
(e) any invalidity of, or defect or deficiency in, the Series __ Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantorguarantor (other than payment of the underlying obligation), it being the intent of this Section 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Company of any express or implied agreement, covenant, term or condition relating to the Trust Company Preferred Securities to be performed or observed by the TrustCompany;
(b) the extension of time for the payment by the Trust Company of all or any portion of the Capital PaymentsDividends, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Company Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Company Preferred Securities; PROVIDED that nothing in this Guarantee shall affect or impair any valid extension;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Company Preferred Securities (or so long as the Initial Holder is the Holder of the Company Preferred Securities, on the part of the Holders of the Trust Preferred Securities Securities) to enforce, assert or exercise any right, privilege, power or remedy conferred on such Holders pursuant to the terms of the Company Preferred Securities (or Trust Preferred Securities Securities, as applicable), or any action on the part of the Trust Company (or the Trust, if applicable) granting indulgence or extension of any kind;
(d) 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 Company or any of the assets of the TrustCompany;
(e) any invalidity of, or defect or deficiency in, the Trust Company Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Subordinated Guarantee Agreement (Credit Suisse Group)
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor to make the Guarantee Payments under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the TrustIssuer;
(b) the extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Debentures permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Property Trustee or the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Property Trustee or the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust Issuer granting indulgence or extension of any kind;
(d) 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 Issuer or any of the assets of the TrustIssuer;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Guarantee Trustee, the Property Trustee or the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor or any other Person with respect to the happening of any of the foregoing.
Appears in 1 contract
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the TrustIssuer;
(b) the extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust Issuer granting indulgence or extension of any kind;
(d) 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 Issuer or any of the assets of the TrustIssuer;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.3 that the obligations of the Guarantor hereunder with respect to the Guarantee Payments shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (American General Capital Iv)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under J.P. Xxxxxx xxxer this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities of any series to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital Paymentsdistributions, Preferred Redemption Price, liquidation preference amount or other liquidation distribution distributions 15 15 or any other sums payable under the terms of the Trust Preferred Securities of any series or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities of any series;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities of any series, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred SecuritiesSecurities of any series;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) any other circumstance circumstances whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.04 5.03 that the obligations of the Guarantor J.P. Xxxxxx hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with J.P. Xxxxxx xxxh respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Guarantee Agreement (Morgan J P Index Funding Co I)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Trust Company Preferred Securities to be performed or observed by the TrustIssuer;
(b) the extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDividends, Redemption Price, liquidation preference amount or other liquidation distribution or any other sums payable under the terms of the Trust Company Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Company Preferred Securities; provided that nothing in this Guarantee shall affect or impair any valid extension;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Company Preferred Securities Securities, or any action on the part of the Trust Issuer granting indulgence or extension of any kind;
(d) 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 Issuer or any of the assets of the TrustIssuer;
(e) any invalidity of, or defect or deficiency in, the Trust Company Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.04 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim.
Appears in 1 contract
Samples: Company Preferred Securities Guarantee Agreement (Abn Amro Bank Nv)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Mandatory Redemption Price, liquidation preference amount or other liquidation distribution Call Price, Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor to make the Guarantee Payments under this Preferred Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred Trust Preferred Securities to be performed or observed by the TrustIssuer;
(b) the extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDistributions in respect of Preferred Entitlements, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Preferred Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Trust Preferred SecuritiesSecurities (other than pursuant to the terms of the Trust Agreement);
(c) any failure, omission, delay or lack of diligence on the part of the Property Trustee or the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Property Trustee or the Holders pursuant to the terms of the Preferred Trust Preferred Securities Securities, or any action on the part of the Trust Issuer granting indulgence or extension of any kind;
(d) 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 Issuer or any of the assets of the TrustIssuer;
(e) any invalidity of, or defect or deficiency in, the Preferred Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Trust Guarantee Trustee, the Property Trustee or the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor or any other Person with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Preferred Trust Securities Guarantee (Txu Europe Funding I L P)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust LLC Guarantee shall be absolute and unconditional and shall remain in full force and effect until the entire liquidation amount of all outstanding LLC Preferred Guarantee Securities shall have been paid and such obligation shall in no way be affected or impaired by reason of the happening from time to time of any of event, including without limitation, the following, whether or not with notice to, or the consent of, the Guarantor:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust LLC of any express or implied agreement, covenant, term or condition relating to the Trust LLC Preferred Securities to be performed or observed by the TrustLLC;
(b) the extension of time for the payment by the Trust LLC of all or any portion of the Capital PaymentsNon-Compounded Distributions, Redemption Price, liquidation preference amount or other liquidation distribution Preferred Accrual Amount, Liquidation Distributions or any other sums payable under the terms of the Trust LLC Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust LLC Preferred SecuritiesSecurities (other than an extension of time for payment of Non-Compounded Distributions, Redemption Price, Preferred Accrual Amount, Liquidation Distribution or other sum payable that results from the extension of any (i) time for the payment of any distribution on the LLC Preferred Securities or any redemption or liquidation of the LLC Preferred Securities permitted by the LLC Agreement or (ii) any interest payment period on any Affiliate Debt Instruments or any change to the maturity date of any Affiliate Debt Instruments permitted by any applicable Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Special Representative or the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Special Representative or the Holders pursuant to the terms of the Trust LLC Preferred Securities Securities, or any action on the part of the Trust LLC granting indulgence or extension of any kind;
(d) 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, affecting the Trust LLC or any of the assets of the TrustLLC;
(e) any invalidity of, or defect or deficiency in, the Trust LLC Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the LLC Guarantee Trustee or the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor or any other Person with respect to the happening of any of the foregoing. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee.
Appears in 1 contract
Samples: LLC Guarantee Agreement (Lehman Brothers Holdings E-Capital Trust I)
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor to make the Guarantee --------------------------- Payments under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Junior Subordinated Notes permitted by the Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Guarantee Agreement (Gulf Power Co)
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the TrustIssuer;
(b) the extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Debentures);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust Issuer or the Guarantor granting indulgence or extension of any kind;
(d) 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 Issuer or the Guarantor or any of the assets of the TrustIssuer or the Guarantor;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Apple South Financing I)
Obligations Not Affected. The obligations, covenants, agreements and duties obligation of the Guarantor to make the Guarantee Payments under this Trust Preferred Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust Issuer of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the TrustIssuer;
(b) the extension of time for the payment by the Trust Issuer of all or any portion of the Capital PaymentsDistributions, Redemption Price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred SecuritiesSecurities (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 Subordinated Indenture);
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such the Holders pursuant to the terms of the Trust Preferred Securities Securities, or any action on the part of the Trust Issuer granting indulgence or extension of any kind;
(d) 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 Issuer or any of the assets of the TrustIssuer;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 5.03 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Trust Preferred Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
(a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust Preferred Securities to be performed or observed by the Trust;
(b) the extension of time for the payment by the Trust of all or any portion of the Capital PaymentsDistributions, Redemption Priceredemption price, liquidation preference amount or other liquidation distribution Liquidation Distribution or any other sums payable under the terms of the Trust Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Preferred Securities; provided that nothing in this Guarantee shall affect or impair any valid extension;
(c) any failure, omission, delay or lack of diligence on the part of the Holders of the Trust Preferred Securities to enforce, assert or exercise any right, privilege, power or remedy conferred on such Holders pursuant to the terms of the Trust Preferred Securities or any action on the part of the Trust granting indulgence or extension of any kind;
(d) 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;
(e) any invalidity of, or defect or deficiency in, the Trust Preferred Securities;
(f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(g) 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 4.04 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders of the Trust Preferred Securities to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
Appears in 1 contract
Samples: Subordinated Guarantee Agreement (Credit Suisse Group)
