Common use of Rights of Holders Clause in Contracts

Rights of Holders. The Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in aggregate Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Personperson or entity.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor Each of the Guarantors expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against either of the Guarantor Guarantors to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities of the affected Series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount aggregate liquidation amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Accreted Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities of the affected Class or Classes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in aggregate Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) if the Guarantee Trustee fails to enforce this Guarantee Agreement as above provided, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Personperson or entity.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of not less than a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: ----------------- (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising exercise or direct the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising to direct the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.. SECTION 5.5

Rights of Holders. The Guarantor expressly acknowledges ----------------- that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power Power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly directly, against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Aggregate Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities Apex have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities of the affected Series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) upon the occurrence of an Event of Default, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in aggregate Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) if an Event of Default has occurred and is continuing, the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Principal Amount of the Preferred Debt Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Parent Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Parent Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust, the Guarantor or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust, or any other Person.

Rights of Holders. The Parent Guarantor expressly acknowledges that: (a) this Parent Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Parent Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation Principal Amount of the Preferred Securities Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Parent Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Parent Guarantee Agreement; and (d) the Trust or any Holder may institute a legal proceeding directly against the Parent Guarantor to enforce its their respective rights under this Parent Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Company or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) if an Event of Default has occurred and is continuing, the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the HoldersHolders of the Preferred Securities; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the HoldersHolders of the Preferred Securities; (ciii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Personperson or entity.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the he Holders of a Majority in Aggregate Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges ----------------- that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may enforce this Guarantee Agreement, institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor , PROVIDED, HOWEVER, that, subject to enforce its rights under this Guarantee AgreementSection 3.1, without first instituting a legal proceeding against the Guarantee TrusteeTrustee shall have the right to decline to follow any such direction if the Guarantee Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Issuer or any other Person.Guarantee Trustee in good

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) upon the occurrence of an Event of Default, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Aggregate Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor ONEOK expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor ONEOK to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Series E Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this 15 11 Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; Agreement and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority majority in Liquidation Amount liquidation amount of the Outstanding Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Personperson or entity.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Series A Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in aggregate Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising directing the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) if an Event of Default has occurred and is continuing, the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in aggregate Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its such Holder’s rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee TrusteeIssuer, the Issuer Guarantee Trustee or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Series __ Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Capital Securities Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Capital Securities Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee AgreementCapital Securities Guarantee; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee AgreementCapital Securities Guarantee, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities HIGH TIDES have the right among themselves, the other Holders, if any, and the Guarantee Trustee to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Each Guarantor expressly acknowledges that: (a) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against either or both of the Guarantor Guarantors to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Issuer, the other Guarantor or any other Person.

Rights of Holders. The Guarantor expressly acknowledges ----------------- that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising to direct the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement - will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee -- Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount --- liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against -- the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Accreted Liquidation Amount of the Preferred Securities STACKS have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Exchange Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Exchange Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Exchange Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Exchange Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee AgreementExchange Guarantee; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee AgreementExchange Guarantee, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) subject to Section 3.02(v), the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor ONEOK expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount Preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor ONEOK to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.. 296

Rights of Holders. The Guarantor expressly ------------------ acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities of the affected Series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) iv any Holder may enforce this Guarantee Agreement, institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount Preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising to direct the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) if the Guarantee Trustee fails to enforce the Guarantee, any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.proceeding

Rights of Holders. The Each Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount Preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the either Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Series F Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may enforce this Guarantee Agreement, institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor Success Bancshares expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor Success Bancshares to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Success Capital or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee TrusteeIssuer Trust, the Issuer Guarantee Trustee or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the HoldersHolders of the Preferred Securities; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the HoldersHolders of the Preferred Securities; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Personperson or entity.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount Preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right among themselves, the other Holders, if any, and the Guarantee Trustee to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any 192 proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Exchange Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Exchange Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Exchange Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee AgreementExchange Guarantee; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee AgreementExchange Guarantee, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Exchange Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Exchange Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Preferred Exchange Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Exchange Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Exchange Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Exchange Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (bii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (ciii) the Holders of a Majority in Liquidation Amount of the Series D Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (div) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust or any other Person.