Common use of Acknowledgment of Rights Clause in Contracts

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees that, with ------------------------ respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees that, with ------------------------- respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures Debt Securities held as the assets of such the Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such the Trust have so directed in writing such Institutional Trustee, a holder of record of such Capital Securities may, may to the fullest extent permitted by law, law 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 trustee Institutional Trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures Debt Securities on the date such interest (or premium, if any) or principal is otherwise due and payable (or in the case of redemption, on the redemption date), the Company agrees acknowledges that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the DebenturesDebt Securities.

Acknowledgment of Rights. The Company agrees and the Guarantor acknowledge that, with respect to any Debentures Securities held by the a Countrywide Trust or the Institutional Trustee a trustee of the such Trust, if the Institutional Trustee of the such Trust fails to enforce its rights under this Indenture as the holder of Debentures the series of Securities held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional TrusteeCountrywide Trust, a any holder of record of such Capital Preferred Securities may, to the fullest extent permitted by law, may institute legal proceedings directly against the Company or the Guarantor to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee Institutional Trustee or any other Personperson 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 or the Guarantor to pay interest (or premium, if any) or principal on the Debentures applicable series of Securities on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees and the Guarantor acknowledge that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures applicable series of Securities having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debenturesapplicable series of Securities.

Acknowledgment of Rights. The Company agrees and the Guarantor acknowledge that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee a trustee of the Trust, if the Institutional Trustee such trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures Debt Securities held as the assets of such the Trust after the holders of a majority in Liquidation Amount aggregate liquidation amount of the outstanding Capital Securities of such the Trust have so directed in writing such Institutional Trusteetrustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional Trusteetrustee's rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company or the Guarantor to pay interest (interest, premium, if any, on or principal of the Debt Securities on the date such interest, or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise due and payable (or or, in the case of redemption, on the redemption daterelated Optional Redemption Date or the Special Redemption Date (as the case may be)), the Company agrees and the Guarantor acknowledge that a holder of record of outstanding Capital Securities of the Trust may directly institute a proceeding against the Company or the Guarantor for enforcement of payment to such holder directly of the principal of (or premium, if any) , or interest on the Debentures Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Securities of such holder on or after the respective due date (or Optional Redemption Date or Special Redemption Date (as the case may be)) specified in the DebenturesDebt Securities.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures Securities held by the a Textron Trust or the Institutional Trustee a trustee of the Trustsuch trust, if the Institutional Trustee of the such Trust fails to enforce its rights under this Indenture as the holder of Debentures the series of Securities held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional TrusteeTextron Trust, a any holder of record of such Capital Trust Preferred Securities may, to the fullest extent permitted by law, 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 trustee Property Trustee, or any other Personperson 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 interest (or premium, if any) or principal on the Debentures applicable series of Securities on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees acknowledges that a holder of record of Capital Trust Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures applicable series of Securities having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Trust Securities of such holder (a "Direct Action") on or after the respective due date specified in the Debenturesapplicable series of Securities. Notwithstanding any payments made to such holder of Trust Securities by Textron in connection with a Direct Action, Textron shall remain obligated to pay the principal of or interest on the series of Securities held by a Textron Trust or the Property Trustee of a Textron Trust, and Textron 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.

Acknowledgment of Rights. The Company agrees that, with -------------------------- respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures Debt Securities held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures Debt Securities on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the DebenturesDebt Securities.

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.. SUBORDINATION OF DEBENTURES

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Property Trustee of the Trust, if the Institutional Property Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Preferred Securities of such Trust have so directed such Institutional Property Trustee, a holder of record of such Capital Preferred Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (of, or premium, if any) , or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures Debt Securities held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures Debt Securities on the date such interest (or premium, if any) ). or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the DebenturesDebt Securities.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trusta trustee thereof, if the Institutional Property Trustee of the such Trust fails to enforce its rights under this Second Supplemental Indenture or the Indenture as the holder Holder of the Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional TrusteeTrust, a any holder of record of such Capital Preferred Securities may, to the fullest extent permitted by law, may institute legal proceedings directly against the Company to enforce such Institutional Property Trustee's rights under this Second Supplemental Indenture or the Indenture without first instituting any legal proceedings against such trustee Property Trustee or any other Personperson 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 interest (or principal of, premium, if any) , or principal interest on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date)when due, the Company agrees acknowledges that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company direct action for enforcement of payment to such holder directly of the principal of (or of, premium, if any) , or interest on the Debentures having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees and the Guarantor agree that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company and the Guarantor to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to (i) the failure of the Company to pay interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date)) or (ii) the failure of the Guarantor to make payments under the Guarantee, the Company agrees and the Guarantor agree that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company or the Guarantor, as applicable, for enforcement of payment to such holder directly of the principal of (or and premium, if any) or and interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures Debt Securities held by the any Mercantile Trust or the Institutional Trustee of the such Mercantile Trust, if the Institutional Trustee of the such Mercantile Trust fails to enforce its rights under this Indenture as the holder of Debentures the series of Debt Securities held as the assets of such Mercantile Trust after the holders of a majority in Liquidation Amount liquidation amount of the Capital Securities of such Mercantile Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, may to the fullest extent permitted by law, law 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 trustee Institutional Trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures applicable series of Debt Securities on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees acknowledges that a holder of record of Capital Securities of the Mercantile Trust that purchased the applicable series of Debt Securities may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures applicable series of Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Securities of such holder on or after the respective due date specified in the Debenturesapplicable series of Debt Securities.

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures Securityholder held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed in writing such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee Institutional Trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures Debt Securities on the date such interest (or premium, if any) or principal is otherwise due and payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the DebenturesDebt Securities.

Acknowledgment of Rights. The Company agrees and the Guarantor acknowledge that, with respect to any Debentures Securities held by the a Countrywide Trust or the Institutional Trustee a trustee of the such Trust, if the Institutional Trustee of the such Trust fails to enforce its rights under this Indenture as the holder of Debentures the series of Securities held as the assets of such Trust Countrywide Trust, after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record Preferred Securities has made a written request, any holder of such Capital Preferred Securities may, to the fullest extent permitted by law, may institute legal proceedings directly against the Company or the Guarantor to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee Institutional Trustee or any other Personperson 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 or the Guarantor to pay interest (or premium, if any) or principal on the Debentures applicable series of Securities on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees and the Guarantor acknowledge that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures applicable series of Securities having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debenturesapplicable series of Securities.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trusta trustee thereof, if the Institutional Trustee of the such Trust fails to enforce its rights under this _____ Supplemental Indenture or the Indenture as the holder Holder of the Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the SunTrust Capital Securities of such Trust have so directed such Institutional Trustee__, a any holder of record of such Capital Preferred Securities may, to the fullest extent permitted by law, may institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this _____ Supplemental Indenture or the Indenture without first instituting any legal proceedings against such trustee Institutional Trustee or any other Personperson 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 interest (or principal of, premium, if any) , or principal interest on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date)when due, the Company agrees acknowledges that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company Direct Action for enforcement of payment to such holder directly of the principal of (or of, premium, if any) , or interest on the Debentures having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees Issuer acknowledges that, with respect to any Debentures held by the Trust or the Institutional Trustee a trustee of the Trustsuch trust, if the Institutional Property Trustee of such the Trust fails to enforce its rights under this Indenture as the holder of the Debentures held as the assets of such the Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a any holder of record of such Capital Preferred Securities may, to the fullest full extent permitted by law, institute legal proceedings directly against the Company Issuer to enforce such Institutional Property Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee Property Trustee or any other Personperson or entity (a "Direct Action"). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company Issuer to pay interest (principal of or premium, if any) , or principal on the Debentures on the date such interest (or premiumincluding Compounded Interest and Additional Sums, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date)Debentures when due, the Company agrees Issuer acknowledges that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) , or interest (including Compounded Interest and Additional Sums, if any) on the Debentures having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debentures. ARTICLE IX The following provisions of this Article IX constitute provisions of a new Article Fifteen of the Original Indenture that shall apply, and shall only apply, to the series of Securities designated pursuant to this Supplemental Indenture and referred to herein as Debentures.

Acknowledgment of Rights. The Company agrees that, --------------------------- with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees and the Guarantor acknowledge that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee a trustee of the Trust, if the Institutional Trustee such trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures Debt Securities held as the assets of such the Trust after the holders of a majority in Liquidation Amount aggregate liquidation amount of the outstanding Capital Securities of such the Trust have so directed in writing such Institutional Trusteetrustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional Trustee's trustee’s rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company or the Guarantor to pay interest (interest, premium, if any, on or principal of the Debt Securities on the date such interest, or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise due and payable (or or, in the case of redemption, on the redemption daterelated Optional Redemption Date or the Special Redemption Date (as the case may be)), the Company agrees and the Guarantor acknowledge that a holder of record of outstanding Capital Securities of the Trust may directly institute a proceeding against the Company or the Guarantor for enforcement of payment to such holder directly of the principal of (or premium, if any) , or interest on the Debentures Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Securities of such holder on or after the respective due date (or Optional Redemption Date or Special Redemption Date (as the case may be)) specified in the DebenturesDebt Securities.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures Debt Securities held as the assets of such the Trust after the holders of a majority in Liquidation Amount liquidation amount of the Capital Securities of such the Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, may to the fullest extent permitted by law, law 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 trustee Institutional Trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures Debt Securities on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees acknowledges that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.or

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trusta trustee thereof, if the Institutional Property Trustee of the such Trust fails to enforce its rights under this First Supplemental Indenture or the Indenture as the holder Holder of the Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional TrusteeTrust, a any holder of record of such Capital Preferred Securities may, to the fullest extent permitted by law, may institute legal proceedings directly against the Company to enforce such Institutional Property Trustee's rights under this First Supplemental Indenture or the Indenture without first instituting any legal proceedings against such trustee Property Trustee or any other Personperson 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 interest (or principal of, premium, if any) , or principal interest on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date)when due, the Company agrees acknowledges that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company direct action for enforcement of payment to such holder directly of the principal of (or of, premium, if any) , or interest on the Debentures having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent 45 permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trusta trustee thereof, if the Institutional Trustee of the such Trust fails to enforce its rights under this ________ Supplemental Indenture or the Indenture as the holder Holder of the Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the SunTrust Capital Securities of such Trust have so directed such Institutional Trustee_______, a any holder of record of such Capital Preferred Securities may, to the fullest extent permitted by law, may institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this _______ Supplemental Indenture or the Indenture without first instituting any legal proceedings against such trustee Institutional Trustee or any other Personperson 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 interest (or principal of, premium, if any) , or principal interest on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date)when due, the Company agrees acknowledges that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company Direct Action for enforcement of payment to such holder directly of the principal of (or of, premium, if any) , or interest on the Debentures having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights lights under this Indenture as the holder of Debentures Debt Securities held as the assets of such the Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such the Trust have so directed in writing such Institutional Trustee, a holder of record of such Capital Securities may, may to the fullest extent permitted by law, law 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 trustee Institutional Trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures Debt Securities on the date such interest (or premium, if any) or principal is otherwise due and payable (or in the case of redemption, on the redemption date), the Company agrees acknowledges that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the DebenturesDebt Securities.

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures Debt Securities held by the any Xxxxxxxx & Xxxxxx Trust or the Institutional Trustee a trustee of the Trustsuch trust, if the Institutional Trustee of the Trust such trust fails to enforce its rights under this Indenture as the holder of Debentures the series of Debt Securities held as the assets of such Xxxxxxxx & Ilsley Trust after the holders any holder of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee Institutional Trustee or any other Personperson 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 interest (or premium, if any) or principal on the Debentures applicable series of Debt Securities on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees acknowledges that a holder of record of Capital Securities of the Xxxxxxxx & Xxxxxx Trust that purchased the applicable series of Debt Securities may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures applicable series of Debt Securities having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Securities of such holder on or after the respective due date specified in the Debenturesapplicable series of Debt Securities.

Acknowledgment of Rights. The Company agrees and the Guarantor acknowledge that, with respect to any Debentures Securities held by the a MFH Financial Trust or the Institutional Trustee a trustee of the such Trust, if the Institutional Trustee of the such Trust fails to enforce its rights under this Indenture as the holder of Debentures the series of Securities held as the assets of such Trust MFH Financial Trust, after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record Preferred Securities has made a written request, any holder of such Capital Preferred Securities may, to the fullest extent permitted by law, may institute legal proceedings directly against the Company or the Guarantor to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee Institutional Trustee or any other Personperson 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 or the Guarantor to pay interest (or premium, if any) or principal on the Debentures applicable series of Securities on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees and the Guarantor acknowledge that a holder of record of Capital Preferred Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures applicable series of Securities having an aggregate a principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Preferred Securities of such holder on or after the respective due date specified in the Debenturesapplicable series of Securities.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures Debt Securities held by the Trust or the Institutional Trustee a trustee of the Trust, if the Institutional Trustee such trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures Debt Securities held as the assets of such the Trust after the holders of a majority in Liquidation Amount aggregate liquidation amount of the outstanding Capital Securities of such the Trust have so directed in writing such Institutional Trusteetrustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional Trusteetrustee's rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. 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 interest (or premium, if any) , on or principal on of the Debentures Debt Securities on the date such interest (or interest, premium, if any) , or principal is otherwise due and payable (or or, in the case of redemption, on the redemption daterelated Optional Redemption Date or the Special Redemption Date (as the case may be)), the Company agrees acknowledges that a holder of record of outstanding Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) , or interest on the Debentures Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Securities of such holder on or after the respective due date (or Optional Redemption Date or Special Redemption Date (as the case may be)) specified in the DebenturesDebt Securities.

Acknowledgment of Rights. The Company agrees acknowledges that, with respect to any Debentures Debt Securities held by the any Leucadia Trust or the Institutional Trustee of the such Leucadia Trust, if the Institutional Trustee of the such Leucadia Trust fails to enforce its rights under this Indenture as the holder of Debentures the series of Debt Securities held as the assets of such Leucadia Trust after the holders of a majority in Liquidation Amount liquidation amount of the Capital Securities of such Trust have so directed the Institutional Trustee of such Institutional TrusteeLeucadia Trust, a holder of record of such Capital Securities may, to the fullest extent permitted by law, 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 trustee Institutional Trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures applicable series of Debt Securities on the date such interest (or premium, if any) or principal is otherwise payable payable, after giving effect to any valid extension of an interest payment period (or in the case of redemption, on the redemption date), the Company agrees acknowledges that a holder of record of Capital Securities of the Leucadia Trust that purchased the applicable series of Debt Securities may directly institute a proceeding against the Company for enforcement of payment on or after the respective due date specified in the applicable series of Debt Securities to such holder directly of the principal of (or premium, if any) or interest on the Debentures applicable series of Debt Securities having an aggregate principal amount equal to the aggregate Liquidation Amount liquidation amount of the Capital Securities of such holder on or after the respective due date specified in the Debenturesholder.

Acknowledgment of Rights. The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional Trustee's Trustee `s rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.