Common use of Acknowledgement of Rights Clause in Contracts

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup Trust or a trustee of such Trust, if the Institutional Trustee of such Citigroup Trust fails to enforce its rights under this Indenture as the Holder of the series of Securities held as the assets of such Citigroup Trust, any holder of Preferred Securities of such Citigroup Trust may institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if a Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities issued by the Citigroup Trust which is, or the Institutional Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the series of Securities held by a Citigroup Trust or the Institutional Trustee of a Citigroup Trust, and the Company shall be subrogated to the rights of the holder of such Trust Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup any Countrywide Trust or a trustee of such Trusttrust, if the Institutional Trustee of such Citigroup Trust trust fails to enforce its rights under this Indenture as the Holder holder of the series of Securities held as the assets of such Citigroup TrustCountrywide Trust after the holders of a majority in liquidation amount of the Capital Securities have so directed the Institutional Trustee, any holder of Preferred Capital Securities of such Citigroup Trust may institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if a an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities issued by the Citigroup Trust which is, or the Institutional Trustee of which is, the Holder of such Capital Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Capital Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. The Guarantor acknowledges that, with respect to any Securities held by any Countrywide Trust or a trustee of such trust, if the Institutional Trustee of such Trust fails to enforce its rights as holder of Securities held as assets of such Countrywide Trust, after the holders of a majority in liquidation amount of the Capital Securities have so directed the Institutional Trustee, any holder of Capital Securities may institute legal proceedings directly against the Guarantor to enforce the Institutional Trustee's rights against the Guarantor under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding any payments made the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Guarantor to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Guarantor acknowledges that a holder of Capital Securities may also directly institute a proceeding for enforcement of payment to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the applicable series of Securities held by having a Citigroup Trust or the Institutional Trustee of a Citigroup Trust, and the Company shall be subrogated principal amount equal to the rights aggregate liquidation amount of the holder Capital Securities of such Trust Securities to holder on or after the extent respective due date specified in the applicable series of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentSecurities.

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup Financing Trust or a trustee of such Trust, if the Institutional Trustee of such Citigroup Financing Trust fails to enforce its rights under this Indenture indenture as the Holder of the series of Securities held as the assets of such Citigroup Financing Trust, any holder of Preferred Securities of such Citigroup Financing Trust may institute legal proceedings directly against the Company to enforce such Institutional institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if a an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities issued by the Citigroup a Financing Trust which is, or the Institutional Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the series of Securities held by a Citigroup Financing Trust or the Institutional Trustee of a Citigroup Financing Trust, and the Company shall be subrogated to the rights of the holder of such Trust Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup CCC Trust or a trustee of such Trust, if the Institutional Trustee of such Citigroup CCC Trust fails to enforce its rights under this Indenture as the Holder of the series of Securities held as the assets of such Citigroup CCC Trust, any holder of Preferred Securities of such Citigroup CCC Trust may institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if a an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities issued by the Citigroup CCC Trust which is, or the Institutional Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the series of Securities held by a Citigroup CCC Trust or the Institutional Trustee of a Citigroup CCC Trust, and the Company shall be subrogated to the rights of the holder of such Trust Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup Trust or a trustee of such Trust, if the Institutional Trustee of such Citigroup Trust fails to enforce its rights under this Indenture as the Holder of the series of Securities held as the assets of such Citigroup Trust, any holder of Preferred Securities of such Citigroup Trust may institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if a Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities issued by the Citigroup Trust which is, or the Institutional Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the series of Securities held by a Citigroup Trust or the Institutional Trustee of a Citigroup Trust, and the Company shall be subrogated to the rights of the holder of such Trust Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup an HCC Trust or a trustee of such Trust, if the Institutional Property Trustee of such Citigroup HCC Trust fails to enforce its rights under this Indenture as the Holder of the series of Securities held as the assets of such Citigroup HCC Trust, any holder of Preferred Capital Securities of such Citigroup HCC Trust may institute legal proceedings directly against the Company to enforce such Institutional Property Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Property Trustee or any other person or entity. Notwithstanding the foregoing, if a an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Capital Securities issued by the Citigroup HCC Trust which is, or the Institutional Property Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Capital Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Capital Securities by the Company in connection with a Direct 75 82 Action, the Company shall remain obligated to pay the principal of or interest on the series of Securities held by a Citigroup an HCC Trust or the Institutional Property Trustee of a Citigroup an HCC Trust, and the Company shall be subrogated to the rights of the holder of such Trust Capital Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.*

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup Trust Xerox Funding so long as the Xerox Funding Debentures are held by Xerox Capital or a trustee of such Trusttrust, if the Institutional Property Trustee of such Citigroup Trust Xerox Capital fails to enforce its rights under this the Xerox Funding Indenture to cause Xerox Funding as the Holder holder of the series of Securities held as the assets of such Citigroup Trust, Xerox Funding any holder of Trust Preferred Securities of such Citigroup Trust may institute legal proceedings directly against the Company to enforce such Institutional Property Trustee's rights under this the Xerox Funding Indenture without first instituting any legal proceedings against such Institutional Property Trustee or any other person or entity. Notwithstanding the foregoing, if a an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or premium, if any, Purchase Price, Redemption Price or Change in Control Purchase Price or interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date)when due, the Company acknowledges that a holder of Trust Securities issued by the Citigroup Trust which is, or the Institutional Trustee of which is, the Holder of such Preferred Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or premium, if any, Purchase Price, Redemption Price or Change in Control Purchase Price or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Preferred Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Furthermore, the Company acknowledges that, so long as the Securities are held by Xerox Funding and no Trust Securities are outstanding, the holders of the Xerox Funding Debentures shall have the right to enforce Xerox Funding's rights as the holder of Securities under this Indenture. Any holder of Xerox Funding Debentures may institute legal proceedings directly against the Company to enforce such holder's rights under this Indenture without first instituting any legal proceedings against Xerox Funding or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay or deliver any payments made amounts on the Securities when due, the Company acknowledges that a holder of Xerox Funding Debentures may directly institute a proceeding for enforcement of payment or delivery to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest such amounts on the series of Securities held by having a Citigroup Trust or the Institutional Trustee of a Citigroup Trust, and the Company shall be subrogated principal amount equal to the rights aggregate principal amount of the holder Xerox Funding Debentures of such Trust Securities to holder on or after the extent of any payments made by respective due date specified in the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentSecurities.

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup an ONB Trust or a trustee of such Trust, if the Institutional Property Trustee of such Citigroup ONB Trust fails to enforce its rights under this Indenture as the Holder of the series of Securities held as the assets of such Citigroup ONB Trust, any holder of Preferred Capital Securities of such Citigroup ONB Trust may institute legal proceedings directly against the Company to enforce such Institutional Property Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Property Trustee or any other person or entity. Notwithstanding the foregoing, if a an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Capital Securities issued by the Citigroup ONB Trust which is, or the Institutional Property Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Capital Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Capital Securities by the Company in connection with a Direct 75 81 Action, the Company shall remain obligated to pay the principal of or interest on the series of Securities held by a Citigroup an ONB Trust or the Institutional Property Trustee of a Citigroup an ONB Trust, and the Company shall be subrogated to the rights of the holder of such Trust Capital Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.****

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup CGMH Trust or a trustee of such Trust, if the Institutional Trustee of such Citigroup CGMH Trust fails to enforce its rights under this Indenture as the Holder of the series of Securities held as the assets of such Citigroup CGMH Trust, any holder of Preferred Securities of such Citigroup CGMH Trust may institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if a Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities issued by the Citigroup CGMH Trust which is, or the Institutional Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the series of Securities held by a Citigroup CGMH Trust or the Institutional Trustee of a Citigroup CGMH Trust, and the Company shall be subrogated to the rights of the holder of such Trust Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup SSBH Trust or a trustee of such Trust, if the Institutional Trustee of such Citigroup SSBH Trust fails to enforce its rights under this Indenture as the Holder of the series of Securities held as the assets of such Citigroup SSBH Trust, any holder of Preferred Securities of such Citigroup SSBH Trust may institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if a an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal on the applicable series of Securities on the date such interest or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities issued by the Citigroup SSBH Trust which is, or the Institutional Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder (a "Direct Action") on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on the series of Securities held by a Citigroup SSBH Trust or the Institutional Trustee of a Citigroup SSBH Trust, and the Company shall be subrogated to the rights of the holder of such Trust Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Acknowledgement of Rights. The Company acknowledges that, with respect to any Securities held by a Citigroup GMAC Trust or a trustee of such Trust, if the Institutional Trustee of such Citigroup GMAC Trust fails to enforce its rights under this Indenture as the Holder of the series of Securities held as the assets of such Citigroup GMAC Trust, any holder of Trust Preferred Securities of such Citigroup GMAC Trust may institute legal proceedings directly against the Company to enforce such Institutional Trustee's ’s rights under this Indenture without first instituting any legal proceedings against such Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if a Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal (or premium, if any) on the applicable series of Securities on the date such interest or principal (or premium, if any) is otherwise payable (or in the case of redemption, on the redemption date), the Company acknowledges that a holder of Trust Securities issued by the Citigroup GMAC Trust which is, or the Institutional Trustee of which is, the Holder of such Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on (or premium, if any) the applicable series of Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder (a "“Direct Action"”) on or after the respective due date specified of such holder on or after the respective due date specified in the applicable series of Securities. Notwithstanding any payments made to such holder of Trust Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of or interest on (or premium, if any) the series of Securities held by a Citigroup GMAC Trust or the Institutional Trustee of a Citigroup GMAC Trust, and the Company shall be subrogated to the rights of the holder of such Trust Securities to the extent of any payments made by the Company to such holder in any Direct Action. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.