Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee ------- (a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities. (c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee; (ii) the Capital Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and (iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Sources: Series a Capital Securities Guarantee Agreement (Greater Bay Bancorp), Series a Capital Securities Guarantee Agreement (Astoria Capital Trust I)
Powers and Duties. of the Capital Trust Preferred Securities Guarantee ----------------------------------------------------- ------------------------------------------------------------- Trustee -------
(a) This Series A Capital Trust Preferred Securities Guarantee shall be held by the Capital Trust Preferred Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Trust Preferred Securities Guarantee Trustee shall not transfer this Series A Capital Trust Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his his, her or her its rights pursuant to Section 5.4(b) or to a Successor Capital Trust Preferred Securities Guarantee Trustee on acceptance by such Successor Capital Trust Preferred Securities Guarantee Trustee of its appointment to act as Successor Capital Trust Preferred Securities Guarantee Trustee. The right, title and interest of the Capital Trust Preferred Securities Guarantee Trustee shall automatically vest in any Successor Capital Trust Preferred 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 Trust Preferred Securities Guarantee Trustee.
(b) If an a Guarantee Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Trust Preferred Securities Guarantee Trustee shall enforce this Series A Capital Trust Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Trust Preferred Securities Guarantee Trustee, before the occurrence of any Guarantee Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Guarantee Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Trust Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Trust Preferred Securities Guarantee against the Capital Trust Preferred Securities Guarantee Trustee. In case an a Guarantee 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 of the Capital Securities Guarantee TrusteeOfficer, the Capital Trust Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Trust Preferred 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 A Capital Trust Preferred Securities Guarantee shall be construed to relieve the Capital Trust Preferred 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 Guarantee Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Guarantee Events of Default that may have occurred:
(A) the duties and obligations of the Capital Trust Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Trust Preferred Securities Guarantee, and the Capital Trust Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Trust Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Trust Preferred Securities Guarantee against the Capital Trust Preferred Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Trust Preferred Securities Guarantee Trustee, the Capital Trust Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Trust Preferred Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Trust Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Trust Preferred Securities Guarantee Trustee, the Capital Trust Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Trust Preferred Securities GuaranteeGuarantee (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein);
(ii) the Capital Trust Preferred Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee TrusteeOfficer, unless it shall be proved that the Capital Trust Preferred Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Trust Preferred Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Trust Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Trust Preferred Securities Guarantee Trustee under this Series A Capital Trust Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Trust Preferred Securities Guarantee shall require the Capital Trust Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Trust Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Trust Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Trust Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Sources: Trust Preferred Securities Guarantee Agreement (East West Bancorp Capital Trust I), Guarantee Agreement (Sandy Spring Capital Trust I)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b4.4(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 cessation 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 2.62.4) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Capital Securities Guarantee Trustee or such Responsible Officer the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee Guarantee, or security and indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Sources: Guarantee Agreement (Greater Bay Bancorp), Guarantee Agreement (Business Bancorp)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee ------------------------------------------------------------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A B Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A B Capital Securities exercising his his, her or her its 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A B Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect the case of any Guarantee PaymentEvents of Default under Sections 5.01(a) and 5.01(b) of the Indenture, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect the case of any Guarantee PaymentEvents of Default under Sections 5.01(a) and 5.01(b) of the Indenture, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Sources: Capital Securities Guarantee Agreement (Peoples Bancorp Inc), Capital Securities Guarantee Agreement (Peoples Bancorp Inc)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital Preferred Securities, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred Guarantee Trustee, and such vesting (and succession cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Preferred Securities.
(c) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Guarantee Trustee), the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except thatthat :
(i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Securities Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Sources: Preferred Securities Guarantee Agreement (Tci Communications Financing Iv), Preferred Securities Guarantee Agreement (Tci Communications Financing Iv)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b4.4 (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 cessation 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 2.62.4) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Sources: Guarantee Agreement (First Community Capital Corp), Guarantee Agreement (Sierra Bancorp)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a1) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred Guarantee Trustee, and such vesting and succession cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Preferred Guarantee Trustee.
(b2) If an Event of Default actually known to a Responsible Officer of the Capital Securities Preferred Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c3) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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.
(d4) No provision of this Series A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that:
(i1) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A1) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B2) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii2) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii3) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv4) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Securities Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Sources: Preferred Securities Guarantee Agreement (Bank One Corp), Preferred Securities Guarantee Agreement (Bank One Capital V)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 2 contracts
Sources: Capital Securities Guarantee Agreement (Xerox Capital Trust I), Capital Securities Guarantee Agreement (Investors Financial Services Corp)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee ---------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 cessation as to the Capital Guarantee Trustee) 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee), the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Tci Communications Inc)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee TrusteeOfficer, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Guaran- tee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee TrusteeOfficer, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series B Capital Securities Guarantee Agreement (First Usa Capital Trust I)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital Preferred Securities, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4 (b) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred Guarantee Trustee, and such vesting and succession cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Preferred Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Preferred Securities.
(c) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Securities Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (Countrywide Capital Ii)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A B Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A B Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A B Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series B Capital Securities Guarantee Agreement (Astoria Capital Trust I)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital Preferred Securities, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred Guarantee Trustee, and such vesting and succession cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Preferred Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Preferred Securities.
(c) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities GuaranteeGuarantee ;
(ii) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
; (iii) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (First Chicago NBD Capital Iv)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital Preferred Securities, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred Guarantee Trustee, and such vesting (and succession cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Preferred Securities.
(c) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Guarantee Trustee), the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming conform ing to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Securities Pre ferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (Tci Communications Financing Vi)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than an Event of Default consisting of a default in respect of any Guarantee Paymentpayment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than an Event of Default consisting of a default in respect of any Guarantee Paymentpayment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series a Capital Securities Guarantee Agreement (Greater Bay Bancorp)
Powers and Duties. of the Capital Securities Partnership Guarantee ----------------------------------------------------- Trustee -------Trustee
(a) This Series A Capital Securities Partnership Guarantee shall be held by the Capital Securities Partnership Guarantee Trustee for the benefit of the Holders of the Series A Capital Partnership Preferred Securities, and the Capital Securities Partnership Guarantee Trustee shall not transfer this Series A Capital Securities Partnership Preferred Guarantee to any Person except a Holder of the Series A Capital Partnership Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Partnership Guarantee Trustee on acceptance by such Successor Capital Securities Partnership Guarantee Trustee of its appointment to act as Successor Capital Securities Partnership Guarantee Trustee. The right, title and interest of the Capital Securities Partnership Guarantee Trustee shall automatically vest in any Successor Capital Securities Partnership Guarantee Trustee, and such vesting and succession cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Partnership Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Partnership Guarantee Trustee has occurred and is continuing, the Capital Securities Partnership Guarantee Trustee shall enforce this Series A Capital Securities Partnership Guarantee for the benefit of the Holders of the Series A Capital Partnership Preferred Securities.
(c) The Capital Securities Partnership Guarantee Trustee, during the period before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of and during the Property Trustee has actual knowledge) and period after the curing or waiver of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Partnership Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Partnership Guarantee against the Capital Securities Partnership 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 of the Capital Securities Partnership Guarantee Trustee, the Capital Securities Partnership Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Securities Partnership 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 A Capital Securities Partnership Guarantee shall be construed to relieve the Capital Securities Partnership Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(i) During the period prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of and during the Property Trustee has actual knowledge) and period after the curing or waiving of all such any Events of Default that may have occurredoccur:
(A) the duties and obligations of the Capital Securities Partnership Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Partnership Guarantee, and the Capital Securities Partnership Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Partnership Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Partnership Guarantee against the Capital Securities Partnership Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Partnership Guarantee Trustee, the Capital Securities Partnership Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Partnership Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Partnership Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Partnership Guarantee Trustee, the Capital Securities Partnership Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Partnership Guarantee;
(ii) the Capital Securities The Partnership Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Partnership Guarantee Trustee, unless it shall be proved that the Capital Securities Partnership Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities The Partnership Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Partnership Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Partnership Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Partnership Guarantee Trustee under this Series A Capital Securities Partnership Guarantee; and
(iv) no No provision of this Series A Capital Securities Partnership Guarantee shall require the Capital Securities Partnership Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Partnership Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Partnership Guarantee or indemnity, reasonably satisfactory to the Capital Securities Partnership Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Partnership Guarantee Agreement (Hei Preferred Funding L P)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series B Capital Securities Guarantee Agreement (Allmerica Financial Corp)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred Guarantee Trustee, and such vesting and succession cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Preferred Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements require ments of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Securities Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (Bank One Corp)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A B Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A B Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A B Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such such-Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Bank of Boston Corp)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 cessation 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiver of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A B Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A B Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A B Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A b Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A b Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A b Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A b Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series B Capital Securities Guarantee Agreement (Greater Bay Bancorp)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that -------- ------- in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (GBB Capital V)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A B Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A B Capital Securities 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, upon acceptance by such Successor Capital Securities Guarantee Trustee of its appointment hereunder, 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A B Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates -------- ------- or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series B Capital Securities Guarantee Agreement (BFC Capital Trust I)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b4.4 (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 cessation 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 2.62.4) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Capital Securities Guarantee Trustee or such Responsible Officer the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee Guarantee, or security and indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and succession cessation 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Capital Securities Guarantee Trustee or such Responsible Officer the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment judgement was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Bear Stearns Capital Trust I)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- ------------------------------------------------------------ Trustee -------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A B Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A B Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A B Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence occur- rence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Bank of Boston Corp)
Powers and Duties. of the Capital Securities ------------------------------------------- Guarantee ----------------------------------------------------- Trustee ------------------------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Guarantee Trustee on upon 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 or other 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Series B Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, powers if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnityif an indemnity thereto, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series B Capital Securities Guarantee Agreement (Renaissancere Capital Trust/Fa)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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, upon acceptance by such Successor Capital Securities Guarantee Trustee of its appointment hereunder, 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or -------- ------- opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series a Capital Securities Guarantee Agreement (Bancfirst Corp /Ok/)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------------------------------------------------
(a) This Series A Capital Securities Guarantee Agreement shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee Agreement to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b5.4(iv) 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, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and succession cessation 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 of hereunder or under the Capital Securities Guarantee Trustee Indenture has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee Agreement for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of hereunder or under the Property Trustee has actual knowledge) Indenture and after the curing or waiver of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities GuaranteeGuarantee Agreement, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee Agreement against the Capital Securities Guarantee Trustee. In case an Event of Default has occurred hereunder or under the Indenture (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the Capital Securities Guarantee TrusteeError! Reference source not found.), the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Securities GuaranteeGuarantee Agreement, 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 A 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, act or its own bad faith or willful misconduct, except that:
(i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of hereunder or under the Property Trustee has actual knowledge) Indenture and after the curing or waiving of all any such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities GuaranteeGuarantee Agreement, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities GuaranteeGuarantee Agreement, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities GuaranteeGuarantee Agreement; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities GuaranteeGuarantee Agreement;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a majority of the outstanding principal amount of the Debentures or a Majority in Liquidation Amount liquidation preference of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities GuaranteeGuarantee Agreement; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee Agreement or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Junior Subordinated Debt Securities Guarantee Agreement (Partnerre LTD)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 order own affairs.
(d) No provision of this Series A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.Majority
Appears in 1 contract
Sources: Series B Capital Securities Guarantee Agreement (Investors Capital Trust I)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A B Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A B Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A B Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
(e) This Series B Capital Securities Guarantee and all moneys received by the Capital Securities Trustee hereunder in respect of the Guarantee Payments will not be subject to any right, charge, security interest, loan or claim of any kind in favor of or for the benefit of the Capital Securities Guarantee Trustee or its agents or creditors.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (First Commonwealth Financial Corp /Pa/)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising exer cising 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 Cap ital 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent negli gent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating relat ing to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Allmerica Financial Corp)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Vesta Insurance Group Inc)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Bankboston Capital Trust V)
Powers and Duties. of the Capital Securities Trust Preferred Guarantee ----------------------------------------------------- Trustee -------Trustee. ----------------------------------------------------------
(a) This Series A Capital Trust Preferred Securities Guarantee shall be held by the Capital Securities Trust Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital Trust Preferred Securities, and the Capital Securities Trust Preferred Guarantee Trustee shall not transfer this Series A Capital Trust Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Trust Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Trust Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Trust Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Trust Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Trust Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Trust Preferred Guarantee Trustee, and such vesting and succession cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Trust Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Trust Preferred Guarantee Trustee has occurred and is continuing, the Capital Securities Trust Preferred Guarantee Trustee shall enforce this Series A Capital Trust Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Trust Preferred Securities.
(c) The Capital Securities Trust Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Trust Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Trust Preferred Securities Guarantee against the Capital Securities Trust Preferred 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 of the Capital Securities Trust Preferred Guarantee Trustee, the Capital Securities Trust Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Trust Preferred Securities Guarantee, 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 A Capital Trust Preferred Securities Guarantee shall be construed to relieve the Capital Securities Trust Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Trust Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Trust Preferred Securities Guarantee, and the Capital Securities Trust Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Trust Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Trust Preferred Securities Guarantee against the Capital Securities Trust Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Trust Preferred Guarantee Trustee, the Capital Securities Trust Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Trust Preferred Guarantee Trustee and conforming to the requirements of this Series A Capital Trust Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Trust Preferred Guarantee Trustee, the Capital Securities Trust Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Trust Preferred Securities Guarantee;
(ii) the Capital Securities Trust Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Trust Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Trust Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Trust Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Trust Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Trust Preferred Guarantee Trustee under this Series A Capital Trust Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Trust Preferred Securities Guarantee shall require the Capital Securities Trust Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Trust Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Trust Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Trust Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Trust Preferred Securities Guarantee Agreement (WPSR Capital Trust I)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred 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 Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Preferred Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred Securities Guarantee, and shall use the same degree of care and skill in its exercise thereof, 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Securities Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Convertible Preferred Securities Guarantee Agreement (Lomak Petroleum Inc)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred Guarantee Trustee, and such vesting and succession cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Preferred Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Securities Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (Bank One Capital V)
Powers and Duties. of the Capital Preferred Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Preferred Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Preferred Securities, and the Capital Preferred Securities Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Preferred Securities Guarantee Trustee on acceptance by such Successor Capital Preferred Securities Guarantee Trustee of its appointment to act as Successor Capital Preferred Securities Guarantee Trustee. The right, title and interest of the Capital Preferred Securities Guarantee Trustee shall automatically vest in any Successor Capital Preferred 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 Preferred Securities Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Preferred Securities Guarantee Trustee has occurred and is continuing, the Capital Preferred Securities Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Preferred Securities.
(c) The Capital Preferred Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Preferred 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 of the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Preferred Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Preferred Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Preferred Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Preferred Securities Guarantee Trustee, unless it shall be proved that the Capital Preferred Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Preferred Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Preferred Securities Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (Valley National Bancorp)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his his, her or her its 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect the case of any Guarantee PaymentEvents of Default under Sections 5.01(a) and 5.01(b) of the Indenture, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect the case of any Guarantee PaymentEvents of Default under Sections 5.01(a) and 5.01(b) of the Indenture, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Peoples Bancorp Inc)
Powers and Duties. of the Capital Securities Preferred Guarantee ----------------------------------------------------- Trustee -----------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Securities Preferred Guarantee Trustee for the benefit of the Holders of the Series A Capital Preferred Securities, and the Capital Securities Preferred Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Preferred Guarantee Trustee on acceptance by such Successor Capital Securities Preferred Guarantee Trustee of its appointment to act as Successor Capital Securities Preferred Guarantee Trustee. The right, title and interest of the Capital Securities Preferred Guarantee Trustee shall automatically vest in any Successor Capital Securities Preferred Guarantee Trustee, and such vesting (and succession cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Capital Securities Preferred Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Preferred Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Preferred Securities.
(c) The Capital Securities Preferred Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred 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 of the Capital Securities Guarantee Trustee), the Capital Securities Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Securities Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Preferred Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Securities Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Securities Preferred Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Preferred Guarantee Trustee and conforming conform ing to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Preferred Guarantee Trustee, the Capital Securities Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Securities Preferred Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Preferred Guarantee Trustee, unless it shall be proved that the Capital Securities Preferred Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Preferred Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Preferred Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Securities Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (Tci Communications Financing Vi)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A B Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A B Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A B Capital Securities Guarantee to any Person except a Holder of the Series A B Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A B Capital Securities Guarantee for the benefit of the Holders of the Series A B Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A b Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A b Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A b Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A b Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A B Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A B Capital Securities Guarantee; and
(iv) no provision of this Series A B Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A B Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series B Capital Securities Guarantee Agreement (GBB Capital Iv)
Powers and Duties. of the Capital Preferred Securities Guarantee ----------------------------------------------------- ------------------------------------------------------- Trustee -------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Preferred Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Preferred Securities, and the Capital Preferred Securities Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Preferred Securities Guarantee Trustee on acceptance by such Successor Capital Preferred Securities Guarantee Trustee of its appointment to act as Successor Capital Preferred Securities Guarantee Trustee. The right, title and interest of the Capital Preferred Securities Guarantee Trustee shall automatically vest in any Successor Capital Preferred 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 Preferred Securities Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Preferred Securities Guarantee Trustee has occurred and is continuing, the Capital Preferred Securities Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Preferred Securities.
(c) The Capital Preferred Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Preferred 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 of the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Preferred Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Preferred Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that in the case of any such -------- ------- certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Preferred Securities Guarantee Trustee shall not be liable for any errors of judgment made in good faith by a Responsible Officer of the Capital Preferred Securities Guarantee Trustee, unless it shall be proved that the Capital Preferred Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Preferred Securities Guarantee Trustee shall not be liable with respect to any actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Preferred Securities Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (New York Community Bancorp Inc)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Guarantor, personally or by agent or attorney at the sole cost of the Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Trust Preferred Securities Guarantee Agreement (Agl Capital Trust Ii)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
(e) This Series A Capital Securities Guarantee and all moneys received by the Capital Securities Trustee hereunder in respect of the Guarantee Payments will not be subject to any right, charge, security interest, loan or claim of any kind in favor of or for the benefit of the Capital Securities Guarantee Trustee or its agents or creditors.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (First Commonwealth Financial Corp /Pa/)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b5.4 (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 cessation 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Capital Securities Guarantee Trustee or such Responsible Officer the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Mercantile Capital Trust I)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------Trustee.
(a) This Series A Capital Securities Guarantee shall be held by the Capital ------- Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Securities, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b5.05(d) 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 cessation 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital Securities.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee2.06), the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities Securities, relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Nationwide Financial Services Capital Trust)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee -------------------------------------------------
(a) This Series A Capital Securities Guarantee Agreement shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee Agreement to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b5.4(iv) 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, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and succession cessation 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 of hereunder or under the Capital Securities Guarantee Trustee Indenture has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee Agreement for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of hereunder or under the Property Trustee has actual knowledge) Indenture and after the curing or waiver of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities GuaranteeGuarantee Agreement, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee Agreement against the Capital Securities Guarantee Trustee. In case an Event of Default has occurred hereunder or under the Indenture (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee), the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Securities GuaranteeGuarantee Agreement, 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 A 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, act or its own bad faith or willful misconduct, except that:
(i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of hereunder or under the Property Trustee has actual knowledge) Indenture and after the curing or waiving of all any such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities GuaranteeGuarantee Agreement, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities GuaranteeGuarantee Agreement, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities GuaranteeGuarantee Agreement; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities GuaranteeGuarantee Agreement;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a Majority in Liquidation Amount majority of the Series A Capital Securities outstanding principal amount of the Debentures relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities GuaranteeGuarantee Agreement; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee Agreement or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, adequate indemnity against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Senior Debt Securities Guarantee Agreement (Partnerre LTD)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee ---------------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee TrusteeOfficer, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee TrusteeOfficer, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series a Capital Securities Guarantee Agreement (First Usa Inc)
Powers and Duties. of the Capital Preferred Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Preferred Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital Preferred Securities, and the Capital Preferred Securities Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Preferred Securities Guarantee Trustee on acceptance by such Successor Capital Preferred Securities Guarantee Trustee of its appointment to act as Successor Capital Preferred Securities Guarantee Trustee. The right, title and interest of the Capital Preferred Securities Guarantee Trustee shall automatically vest in any Successor Capital Preferred 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 Preferred Securities Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Preferred Securities Guarantee Trustee has occurred and is continuing, the Capital Preferred Securities Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital Preferred Securities.
(c) The Capital Preferred Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Preferred 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 of the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Preferred Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Preferred Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Preferred Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Preferred Securities Guarantee Trustee, unless it shall be proved that the Capital Preferred Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Preferred Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Preferred Securities Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (New South Capital Trust I)
Powers and Duties. of the Capital Securities Guarantee ----------------------------------------------------- Trustee --------------------------------------------------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her such Holder's 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of which a Responsible Officer of the Capital Securities Guarantee TrusteeTrustee has actual knowledge, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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:
(i1) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(Ai) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(Bii) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii2) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii3) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv4) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Capital Securities Guarantee Agreement (Life Financial Capital Trust)
Powers and Duties. of the Capital Securities ------------------------------------------- Guarantee ----------------------------------------------------- Trustee ------------------------
(a) This Series A Capital Securities Guarantee shall be held by the Capital Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Securities Guarantee Trustee shall not transfer this Series A Capital Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Securities Guarantee Trustee on upon 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 or other 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 of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Securities Guarantee Trustee shall enforce this Series A Capital Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A 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 of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A 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 A 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Securities Guarantee, and the Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Securities Guarantee against the Capital Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Securities Guarantee Trustee, the Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Securities Guarantee;
(ii) the Capital Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee Trustee, unless it shall be proved that the Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Series A Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Securities Guarantee Trustee under this Series A Capital Securities Guarantee; and
(iv) no provision of this Series A Capital Securities Guarantee shall require the Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, powers if the Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Securities Guarantee or indemnityif an indemnity thereto, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Series a Capital Securities Guarantee Agreement (Renaissancere Holdings LTD)
Powers and Duties. of the Capital Preferred Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------------------
(a) This Series A Capital Preferred Securities Guarantee shall be held by the Capital Preferred Securities Guarantee Trustee for the benefit of the Holders of the Series A Capital SecuritiesHolders, and the Capital Preferred Securities Guarantee Trustee shall not transfer this Series A Capital Preferred Securities Guarantee to any Person except a Holder of the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Capital Preferred Securities Guarantee Trustee on acceptance by such Successor Capital Preferred Securities Guarantee Trustee of its appointment to act as Successor Capital Preferred Securities Guarantee Trustee. The right, title and interest of the Capital Preferred Securities Guarantee Trustee shall automatically vest in any Successor Capital Preferred 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 Preferred Securities Guarantee Trustee.
(b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Capital Preferred Securities Guarantee Trustee shall enforce this Series A Capital Preferred Securities Guarantee for the benefit of the Holders of the Series A Capital SecuritiesHolders.
(c) The Capital Preferred Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Preferred 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 of the Capital Securities Guarantee TrusteeOfficer, the Capital Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Series A Capital Preferred 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 A Capital Preferred Securities Guarantee shall be construed to relieve the Capital Preferred 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 (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred:
(A) the duties and obligations of the Capital Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Series A Capital Preferred Securities Guarantee, and the Capital Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Series A Capital Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Series A Capital Preferred Securities Guarantee against the Capital Preferred Securities Guarantee Trustee; and
(B) in the absence of bad faith on the part of the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Capital Preferred Securities Guarantee Trustee and conforming to the requirements of this Series A Capital Preferred Securities Guarantee; provided, -------- however, that but in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Capital Preferred Securities Guarantee Trustee, the Capital Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Series A Capital Preferred Securities Guarantee;
(ii) the Capital Preferred Securities Guarantee Trustee shall not be liable for any errors error of judgment made in good faith by a Responsible Officer of the Capital Securities Guarantee TrusteeOfficer, unless it shall be proved that the Capital Preferred Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made;
(iii) the Capital Preferred Securities Guarantee Trustee shall not be liable with respect to any actions action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount liquidation amount of the Series A Capital Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Capital Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Capital Preferred Securities Guarantee Trustee under this Series A Capital Preferred Securities Guarantee; and
(iv) no provision of this Series A Capital Preferred Securities Guarantee shall require the Capital Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Capital Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Series A Capital Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Capital Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.
Appears in 1 contract
Sources: Preferred Securities Guarantee Agreement (Dynegy Capital Trust Ii)