Common use of Responsibilities of the Guarantor Clause in Contracts

Responsibilities of the Guarantor. In connection with the issue and sale of the Trust Preferred Securities, the Guarantor shall have the exclusive right and responsibility to engage in the following activities: (a) To determine the jurisdictions in which to take appropriate action to qualify for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Guarantor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictions; (b) To prepare for filing by the Trust with the Commission a registration statement on Form F-3 in relation to the Trust Preferred Securities, Class B Preferred Securities and the Guarantees, including any amendments thereto; (c) To prepare for filing by the Trust applications to the New York Stock Exchange for listing upon notice of issuance of any Trust Preferred Securities; and (d) To negotiate the terms of and execute the Purchase Agreement providing for the sale of the Trust Preferred Securities.

Responsibilities of the Guarantor. In connection with the issue and sale of the Trust Preferred Securities, the Guarantor shall have the exclusive right and responsibility to engage in the following activities: (a) To prepare for filing by the Trust with the Commission any post-effective amendments or supplements to the registration statement No. 333-104778 on Form F-3; (b) To determine the jurisdictions states in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Guarantor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsstates; (bc) To prepare for filing by the Trust applications to the [New York Stock Exchange, Inc.] and the [Luxembourg Stock Exchange] for listing upon notice of issuance of any Trust Preferred Securities; (d) To prepare for filing by the Trust with the Commission a registration statement on Form F-3 in relation 8-A relating to the registration of the Trust Preferred Securities, Class B Preferred Securities and under Section 12(b) of the GuaranteesExchange Act, including any amendments thereto; (c) To prepare for filing by the Trust applications to the New York Stock Exchange for listing upon notice of issuance of any Trust Preferred Securities; and (de) To negotiate the terms of an underwriting agreement and execute the Purchase Agreement any pricing agreement providing for the sale of the Trust Preferred Securities.