POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES Sample Clauses

POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES. GUARANTEE TRUSTEE
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POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES. GUARANTEE TRUSTEE SECTION 3.1 Powers and Duties of the Capital Securities Guarantee Trustee................................... 9 SECTION 3.2 Certain Rights of Capital Securities Guarantee Trustee............................................. 11 SECTION 3.3. Not Responsible for Recitals or Issuance of Series A Capital Securities Guarantee............... 13 ARTICLE IV
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POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES. GUARANTEE TRUSTEE 7 SECTION 3.1 Powers and Duties of the Capital Securities Guarantee Trustee. 7 SECTION 3.2 Certain Rights of Capital Securities Guarantee Trustee. 9 SECTION 3.3. Not Responsible for Recitals or Issuance of Series B Capital Securities Guarantee. 11 ARTICLE IV CAPITAL SECURITIES GUARANTEE TRUSTEE 12 SECTION 4.1 Capital Securities Guarantee Trustee; Eligibility. 12 SECTION 4.2 Appointment, Removal and Resignation of Capital Securities Guarantee Trustee. 12 ARTICLE V GUARANTEE 13 SECTION 5.1 Guarantee. 13 SECTION 5.2 Waiver of Notice and Demand. 13 SECTION 5.3 Obligations Not Affected. 14 SECTION 5.4 Rights of Holders. 15 SECTION 5.5 Guarantee of Payment. 15 SECTION 5.6 Subrogation. 15 SECTION 5.7 Independent Obligations. 15 ARTICLE VI
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POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES. GUARANTEE TRUSTEE SECTION 3.1 Powers and Duties of the Capital Securities Guarantee Trustee. (a) This Series B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee in trust for the benefit of the Trust and the Holders, and the Capital Securities Guarantee Trustee shall not transfer this Series B Capital Securities Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Guarantee Trustee on acceptance by such Successor Capital Securities Guarantee Trustee of its appointment to act as Successor Capital Securities Guarantee Trustee. The right, title and interest of the Capital Securities Guarantee Trustee shall automatically vest in any Successor Capital Securities Guarantee Trustee, and such vesting and succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series B Capital Securities Guarantee for the benefit of the Holders. (c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series B Capital Securities Guarantee, and no implied covenants shall be read into this Series B Capital Securities Guarantee against the Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Series B Capital Securities Guarantee shall be construed to relieve the Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of De...
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POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES. GUARANTEE TRUSTEE SECTION 3.1 Powers and Duties of the Capital Securities Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . 8 SECTION 3.2 Certain Rights of Capital Securities Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 3.3 Not Responsible for Recitals or Issuance of Series B Capital Securities Guarantee. . . . . . . . . . . . 13 ARTICLE IV
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POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES. GUARANTEE TRUSTEE SECTION 3.1 Powers and Duties of the Capital Securities Guarantee Trustee 6 SECTION 3.2 Certain Rights of Capital Securities Guarantee Trustee 8 SECTION 3.3 Not Responsible for Recitals or Issuance of Capital Securities Guarantee 10 ARTICLE 4 CAPITAL SECURITIES GUARANTEE TRUSTEE SECTION 4.1 Capital Securities Guarantee Trustee; Eligibility 10 SECTION 4.2 Appointment, Removal and Resignation of Capital Securities Guarantee Trustee 11 ARTICLE 5 GUARANTEE SECTION 5.1 Guarantee 12 SECTION 5.2 Waiver of Notice and Demand 12 SECTION 5.3 Obligations Not Affected 12 SECTION 5.4 Rights of Holders 13 SECTION 5.5 Guarantee of Payment 13 SECTION 5.6 Subrogation 13 SECTION 5.7 Independent Obligations 14 ARTICLE 6 LIMITATION OF TRANSACTIONS; SUBORDINATION SECTION 6.1 Limitation of Transactions 14 SECTION 6.2 Ranking 14 ARTICLE 7 TERMINATION SECTION 7.1 Termination 15 ARTICLE 8 INDEMNIFICATION SECTION 8.1 Exculpation 15 SECTION 8.2 Indemnification 15 ARTICLE 9 MISCELLANEOUS SECTION 9.1 Successors and Assigns 16 SECTION 9.2 Amendments 16 SECTION 9.3 Notices 16 SECTION 9.4 Benefit 17 SECTION 9.5 Governing Law 17 CROSS-REFERENCE TABLE* Section of Trust Indenture Act Section of of 1939, as amended Declaration 310(a) 4.1(a) 310(c) Inapplicable 311(c) Inapplicable 312(a) 2.2(a) 312(b) 2.2(b) 313 2.3 314(a) 2.4 314(b) Inapplicable 314(c) 2.5 314(d) Inapplicable 314(f) Inapplicable 315(a) 3.1(d) 315(c) 3.1(c) 315(d) 3.1(d) _______________ * This Cross-Reference Table does not constitute part of the Capital Securities Guarantee and shall not affect the interpretation of any of its terms or provisions. <Page> CAPITAL SECURITIES GUARANTEE AGREEMENT This GUARANTEE AGREEMENT (the "Capital Securities Guarantee"), dated as of January 31, 2002, is executed and delivered by BANK OF AMERICA CORPORATION, a Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Capital Securities Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of BAC Capital Trust II, a Delaware statutory business trust (the "Issuer").
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POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES. Guarantee Trustee -----------------------------------------------------------------
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Related to POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES

  • POWERS, DUTIES AND RIGHTS OF CAPITAL SECURITIES GUARANTEE TRUSTEE SECTION 3.1 Powers and Duties of the Capital Securities Guarantee Trustee

  • Powers Duties and Rights of Preferred Guarantee Trustee SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee

  • Powers Duties and Rights of the Guarantee Trustee SECTION 2.1. Powers and Duties of the Guarantee Trustee............................................4 SECTION 2.2. Certain Rights of the Guarantee Trustee...............................................5 SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee.................................7 SECTION 2.4. Events of Default; Waiver.............................................................7 SECTION 2.5. Events of Default; Notice.............................................................8

  • Powers and Duties of the Preferred Guarantee Trustee (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee.

  • Certain Rights of Capital Securities Guarantee Trustee (a) Subject to the provisions of Section 3.1:

  • Powers Duties and Rights of Guarantee Trustee 8 SECTION 3.1 Powers and Duties of Guarantee Trustee................................................... 8 SECTION 3.2 Certain Rights of Guarantee Trustee...................................................... 10 SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee.................................... 12

  • Ownership, Voting Rights, Duties This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Purchaser, except as specifically provided herein.

  • Dividends and Other Distributions in Respect of the Escrow Securities During the Escrow Period, all dividends payable in cash with respect to the Escrow Securities shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

  • Certain Rights of Preferred Guarantee Trustee (a) Subject to the provisions of Section 3.1:

  • Dividends and Other Distributions with Respect to Outstanding Securities In the event that the Company shall at any time prior to the exercise of all Warrants declare a dividend (other than a dividend consisting solely of shares of Common Stock or a cash dividend or distribution payable out of current or retained earnings) or otherwise distribute to its shareholders any monies, assets, property, rights, evidences of indebtedness, securities (other than shares of Common Stock), whether issued by the Company or by another person or entity, or any other thing of value, the Holder or Holders of the unexercised Warrants shall thereafter be entitled, in addition to the shares of Common Stock or other securities receivable upon the exercise thereof, to receive, upon the exercise of such Warrants, the same monies, property, assets, rights, evidences of indebtedness, securities or any other thing of value that they would have been entitled to receive at the time of such dividend or distribution. At the time of any such dividend or distribution, the Company shall make appropriate reserves to ensure the timely performance of the provisions of this Subsection 7.5.

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