Common use of Certain Rights of Guarantee Trustee Clause in Contracts

Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) the Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties; (ii) any direction or act of the Company contemplated by this Guarantee may be sufficiently evidenced by an Officers' Certificate; (iii) whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may request and, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Company; (iv) the Guarantee Trustee shall have no duty to record, file or register any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, refile or reregister such instrument; (v) the Guarantee Trustee may consult with counsel or other experts of its selection, and the advice or opinion of such counsel with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Company or any of its Affiliates and may include any of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee from any court of competent jurisdiction; (vi) the Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory to the Guarantee Trustee, against the costs, expenses (including reasonable attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee; (vii) the Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (viii) the Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (ix) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action; (x) whenever in the administration of this Guarantee the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: (A) may request instructions from the Holders of a Majority in Liquidation Amount of the Preferred Securities; (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and (C) shall be protected in conclusively relying on or acting in accordance with such instructions; and (xi) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; and (xii) the rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) No provision of this Guarantee shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.

Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.13.01: (i) the The Guarantee Trustee may conclusively rely, rely and shall be fully protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;. (ii) any Any direction or act of the Company Guarantor contemplated by this Guarantee may Agreement shall be sufficiently evidenced by an Officers' Certificate;Certificate unless otherwise prescribed herein. (iii) wheneverWhenever, in the administration of this GuaranteeGuarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter relating to compliance by the Guarantor with any of its obligations contained in this Guarantee Agreement be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may request andmay, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate (with respect to the Guarantor) which, upon receipt of such requestrequest from the Guarantee Trustee, shall be promptly delivered by the Company;Guarantor. (iv) the Guarantee Trustee shall have no duty to record, file or register any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, refile or reregister such instrument; (v) the The Guarantee Trustee may consult with legal counsel or other experts of its selection, and the advice or written opinion of such legal counsel with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Company Guarantor or any of its Affiliates and may include any be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction;. (viv) the The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, indemnity reasonably satisfactory to the Guarantee Trusteeit, against the costs, expenses (including reasonable attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodiansexpenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(vi3.02(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee;Guarantee Agreement. (viivi) the The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Guarantor, personally or by agent or attor- ney at the sole cost of the Company Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;. (viiivii) the The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;. (ixviii) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action; (x) whenever Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: Trustee (A) may request instructions from the Holders of a Majority in Liquidation Amount of the Preferred Securities; Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and received and (C) shall be fully protected in conclusively relying on or acting in accordance with such instructions; and (xi) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; and (xii) the rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a dutyduty to act in accordance with such power and authority.

Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.1:: Guarantee Agreement — National City Preferred Capital Trust II (i) the The Guarantee Trustee may conclusively rely, rely and shall be fully protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document (including e-mail, facsimile or other electronic transmission) reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party Person or parties;Persons (without being required to determine the correctness of any fact stated therein). (ii) any Any direction or act of the Company Guarantor contemplated by this Guarantee may Agreement shall be sufficiently evidenced by an Officers' Certificate;’ Certificate unless otherwise prescribed herein. (iii) wheneverWhenever, in the administration of this GuaranteeGuarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may request andmay, in the absence of bad faith on its part, request and conclusively rely upon an Officers' ’ Certificate which, upon receipt of such requestrequest from the Guarantee Trustee, shall be promptly delivered by the Company;Guarantor. (iv) the Guarantee Trustee shall have no duty to record, file or register any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, refile or reregister such instrument; (v) the The Guarantee Trustee may consult with legal counsel or other experts of its own selection, and the advice or opinion of such counsel legal counsel, in writing or subsequently confirmed in writing, with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Company Guarantor or any of its Affiliates and may include any be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction;. (viv) the The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, Holder unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity, reasonably indemnity satisfactory to the Guarantee Trustee, Trustee against the costs, expenses (including reasonable attorneys' ’ fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodiansexpenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(vi3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee;Guarantee Agreement. (viivi) the The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost expense of the Company Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;. (viiivii) the The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;. (ixviii) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action; (x) whenever Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: Trustee (A) may request instructions Guarantee Agreement — National City Preferred Capital Trust II from the Holders of a Majority in Liquidation Amount of the Preferred Securities; Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and , and (C) shall be fully protected in conclusively relying on or acting in accordance with such instructions; and (xi) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; and (xii) the rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a dutyduty to act in accordance with such power and authority. (ix) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. (x) in no event shall the Guarantee Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Guarantee Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) the The Guarantee Trustee may conclusively rely, rely and shall be fully protected in acting or refraining from acting, acting upon any resolution, certificate, statement, proxy, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;. (ii) any Any direction or act of the Company Guarantor contemplated by this Guarantee may Agreement shall be sufficiently evidenced by an Officers' Certificate;Certificate unless otherwise prescribed herein. (iii) wheneverWhenever, in the administration of this GuaranteeGuarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may request andmay, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt of such requestrequest from the Guarantee Trustee, shall be promptly delivered by the Company;Guarantor. (iv) the Guarantee Trustee shall have no duty to record, file or register any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, refile or reregister such instrument; (v) the The Guarantee Trustee may consult with legal counsel or other experts of its selectionselection (such counsel to be reasonably acceptable to the Guarantor), and the advice or opinion of such legal counsel with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Company Guarantor or any of its Affiliates and may include any be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction;. (viv) the The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity, reasonably satisfactory to indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee, against the costs, expenses (including reasonable attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodiansexpenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that that, nothing contained in this Section 3.2(a)(vi3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee;Guarantee Agreement and use the same degree of care and skill in the exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (viivi) the The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation (except to the extent that such liability is the result of the Guarantee Trustee's own negligence). The Guarantor shall reimburse the Property Trustee upon request for reasonable expenses incurred by the Guarantee Trustee in any such inquiry or investigation;. (viiivii) the The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees its agents or attorneysattorneys or any Affiliate, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;. (ixviii) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action; (x) whenever Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: Trustee (A) may request instructions from the Holders of a Majority in Liquidation Amount Preference of the Preferred Securities; , (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and , and (C) shall be protected in conclusively relying on or acting in accordance with such instructions; and. (xiix) the The Guarantee Trustee shall not be liable for have no duty to record, file or register any action takeninstrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, suffered, refile or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; andreregister such instrument. (xiix) the The rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right rights to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a dutyduty to act in accordance with such power and authority.

Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) the Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties; (ii) any direction or act of the Company Guarantor contemplated by this Guarantee may be sufficiently evidenced by an Officers' Certificate; (iii) whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may request and, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the CompanyGuarantor; (iv) the Guarantee Trustee shall have no duty to record, file or register any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, refile or reregister such instrument; (v) the Guarantee Trustee may consult with counsel or other experts of its selection, and the advice or opinion of such counsel with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Company Guarantor or any of its Affiliates and may include any of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee from any court of competent jurisdiction; (vi) the Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory to the Guarantee Trustee, against the costs, expenses (including reasonable attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee; (vii) the Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigationfit; (viii) the Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (ix) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action; (x) whenever in the administration of this Guarantee the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: (A) may request instructions from the Holders of a Majority in Liquidation Amount of the Preferred Securities; (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and (C) shall be protected in conclusively relying on or acting in accordance with such instructions; and (xi) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; and (xii) the rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) No provision of this Guarantee shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.

Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.1: (i) the The Guarantee Trustee may conclusively rely, rely and shall be fully protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report, notice, requestre quest, direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness security or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;. (ii) any Any direction or act of the Company Guarantor contemplated by this Guarantee may Agreement shall be sufficiently evidenced by a Direction or an Officers' Certificate;. (iii) whenever, Whenever in the administration of this Guarantee, Guarantee Agreement the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribedpre scribed) may request andmay, in the absence of bad faith on its part, conclusively request and rely upon an Officers' Certificate which, upon receipt of such request, shall be promptly delivered by the Company;Guarantor. (iv) the The Guarantee Trustee shall have no duty to recordsee to any recording, file filing or register regis tration of any instrument (including any financing or continuation statement or any filing under tax rerecording, refiling or securities laws) or any duty to rerecord, refile or reregister such instrument;reregistration thereof). (v) the The Guarantee Trustee may consult with counsel or other experts of its selection, and the written advice or opinion of such counsel with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel coun sel may be counsel to the Company Guarantor or any of its Affiliates and may include any of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction;. (vi) the The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such reasonable security and indemnity, reasonably satisfactory to the Guarantee Trustee, or indemnity against the costs, expenses (including reasonable attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodiansexpenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that that, nothing contained in this Section 3.2(a)(vi) shall be taken to shall, however, relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee;Guarantee Agreement. (vii) the The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, requestre quest, direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness security or other paper papers or documentdocuments, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;fit. (viii) the The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;. (ix) any Any action taken by the Guarantee Trustee or its agents hereunder shall bind the HoldersHolders of the Preferred Securities, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no . No third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this GuaranteeGuarantee Agreement, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action;. (x) whenever Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: Trustee (Ai) may request instructions from the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities; , (Bii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and , and (Ciii) shall be protected in conclusively relying on or acting in accordance accor dance with such instructions; and (xi) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; and (xii) the rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.

Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.13.01: (i) the The Guarantee Trustee may conclusively rely, rely and shall be fully protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;. (ii) any Any direction or act of the Company Guarantor contemplated by this Guarantee may Agreement shall be sufficiently evidenced by an Officers' Certificate;Certificate unless otherwise prescribed herein. (iii) wheneverWhenever, in the administration of this GuaranteeGuarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter relating to compliance by the Guarantor with any of its obligations contained in this Guarantee Agreement be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may request andmay, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate (with respect to the Guarantor) which, upon receipt of such requestrequest from the Guarantee Trustee, shall be promptly delivered by the Company;Guarantor. (iv) the Guarantee Trustee shall have no duty to record, file or register any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, refile or reregister such instrument; (v) the The Guarantee Trustee may consult with legal counsel or other experts of its selection, and the advice or written opinion of such legal counsel with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Company Guarantor or any of its Affiliates and may include any be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction;. (viv) the The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, indemnity reasonably satisfactory to the Guarantee Trusteeit, against the costs, expenses (including reasonable attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodiansexpenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(vi3.02(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee;Guarantee Agreement. (viivi) the The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Guarantor, personally or by agent or attorney at the sole cost of the Company Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;. (viiivii) the The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;. (ixviii) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action; (x) whenever Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: Trustee (A) may request instructions from the Holders of a Majority in Liquidation Amount of the Preferred Securities; Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and received and (C) shall be fully protected in conclusively relying on or acting in accordance with such instructions; and (xi) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; and (xii) the rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a dutyduty to act in accordance with such power and authority.

Certain Rights of Guarantee Trustee. (a) a. Subject to the provisions of Section 3.1: (i1) the The Guarantee Trustee may conclusively rely, rely and shall be fully protected in acting or refraining from acting, acting upon any resolution, certificate, statement, proxy, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;. (ii2) any Any direction or act of the Company Guarantor contemplated by this Guarantee may Agreement shall be sufficiently evidenced by an Officers' Certificate;Certificate unless otherwise prescribed herein. (iii3) wheneverWhenever, in the administration of this GuaranteeGuarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may request andmay, in the absence of bad faith on its part, request and conclusively rely upon an Officers' Certificate which, upon receipt of such requestrequest from the Guarantee Trustee, shall be promptly delivered by the Company;Guarantor. (iv4) the Guarantee Trustee shall have no duty to record, file or register any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, refile or reregister such instrument; (v) the The Guarantee Trustee may consult with counsel or other experts of its selectionlegal counsel, and the written advice or opinion of such legal counsel with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Company Guarantor or any of its Affiliates and may include any be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction;. (vi5) the The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee and its officers, directors and agents such adequate security and indemnity, reasonably satisfactory to indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee, against the costs, expenses (including reasonable attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodiansexpenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that that, nothing contained in this Section 3.2(a)(vi3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee;Guarantee Agreement and use the same degree of care and skill in the exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (vii6) the The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;fit. (viii7) the The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents, custodians, nominees or attorneysattorneys or any Affiliate, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;. (ix) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action; (x) whenever 8) Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: Trustee (A) may request written instructions from the Holders of a Majority in Liquidation Amount Preference of the Preferred Securities; , (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and , and (C) shall be fully protected in conclusively relying on or acting in accordance with such instructions; and (xi) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; and (xii) the rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) b. No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a dutyduty to act in accordance with such power and authority.

Certain Rights of Guarantee Trustee. (a) Subject to the provisions of Section 3.1:: Guarantee Agreement — National City Preferred Capital Trust I (i) the The Guarantee Trustee may conclusively rely, rely and shall be fully protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture, note, other evidence of indebtedness or other paper or document (including e-mail, facsimile or other electronic transmission) reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party Person or parties;Persons (without being required to determine the correctness of any fact stated therein). (ii) any Any direction or act of the Company Guarantor contemplated by this Guarantee may Agreement shall be sufficiently evidenced by an Officers' Certificate;’ Certificate unless otherwise prescribed herein. (iii) wheneverWhenever, in the administration of this GuaranteeGuarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may request andmay, in the absence of bad faith on its part, request and conclusively rely upon an Officers' ’ Certificate which, upon receipt of such requestrequest from the Guarantee Trustee, shall be promptly delivered by the Company;Guarantor. (iv) the Guarantee Trustee shall have no duty to record, file or register any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any duty to rerecord, refile or reregister such instrument; (v) the The Guarantee Trustee may consult with legal counsel or other experts of its own selection, and the advice or opinion of such counsel legal counsel, in writing or subsequently confirmed in writing, with respect to legal matters or advice within the scope of such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be legal counsel to the Company Guarantor or any of its Affiliates and may include any be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction;. (viv) the The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, Holder unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity, reasonably indemnity satisfactory to the Guarantee Trustee, Trustee against the costs, expenses (including reasonable attorneys' ’ fees and expenses and the expenses of the Guarantee Trustee's agents, nominees or custodiansexpenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that nothing contained in this Section 3.2(a)(vi3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee;Guarantee Agreement. (viivi) the The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit at the sole cost expense of the Company Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;. (viiivii) the The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;. (ixviii) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action, and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action; (x) whenever Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee: Trustee (A) may request instructions Guarantee Agreement — National City Preferred Capital Trust I from the Holders of a Majority in Liquidation Amount of the Preferred Securities; Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and , and (C) shall be fully protected in conclusively relying on or acting in accordance with such instructions; and (xi) the Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence, and reasonably believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Guarantee; and (xii) the rights, privileges, protections, immunities and benefits given to the Guarantee Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Guarantee Trustee in each of its capacities hereunder, and to each agent, custodian or other Person employed by it to act hereunder. (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a dutyduty to act in accordance with such power and authority.