Common use of Limitations on Voting Rights Clause in Contracts

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.2, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Property Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Property Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Junior Subordinated Notes are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Junior Subordinated Notes, (ii) waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Subordinated Notes shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the DebenturesJunior Subordinated Notes, where such consent shall be required, or to any other action, as holder of the Junior Subordinated Notes, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Debentures Junior Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by pursuant to a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Indenture Trustee with respect to the DebenturesJunior Subordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any other provision of this the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust Agreement, no amendment to this Trust Agreement may will not be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Debenture Indenture, and as otherwise required by law, no Holder of Capital Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as joint venturers, partners or members of an association. (b) So long as any Subordinated Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the such Subordinated Debentures, (ii) consent to waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Debenture Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Debenture Indenture or the Subordinated Debentures, where such consent shall be required, or to any other action, as holder of the Subordinated Debentures, under the Subordinated Debenture Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Trust Preferred Securities, ; provided, however, that where a consent under the Subordinated Debenture Indenture would require the consent of each holder of Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Capital Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Trust Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Trust Preferred Securities. The Property Trustee shall notify all Holders of the Capital Trust Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Trust Preferred Securities. . (d) Notwithstanding that holders of Trust Preferred Securities are entitled to vote under the circumstances described in Section 6.01(b) and 6.01(c), any other provision of this the Trust AgreementPreferred Securities that are owned (whether of record or beneficially) by the Corporation, no amendment to this Trust Agreement may be made ifthe Administrative Trustees or any Affiliate of the Corporation or any Administrative Trustee shall, as a result for purposes of such amendmentvote, it would cause the Issuer Trust to be taxable treated as a corporation or classified as other than a grantor trust for United States Federal income tax purposesif they were not outstanding.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount liquidation amount of the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall promptly notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shallshall provide to the Property Trustee, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount liquidation amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waiveable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.. 34 30

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Debenture Indenture, and as otherwise required by law, no Holder of Capital Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as joint venturers, partners or members of an association. (b) So long as any Subordinated Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the such Subordinated Debentures, (ii) consent to waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Debenture Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Debenture Indenture or the Subordinated Debentures, where such consent shall be required, or to any other action, as holder of the Subordinated Debentures, under the Subordinated Debenture Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Outstanding Trust Preferred Securities, ; provided, however, that where a consent under the Subordinated Debenture Indenture would require the consent of each holder of Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Capital Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Trust Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Trust Preferred Securities. The Property Trustee shall notify all Holders of the Capital Trust Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Outstanding Trust Preferred Securities. . (d) Notwithstanding that holders of Trust Preferred Securities are entitled to vote under the circumstances described in Section 6.01(b) and 6.01(c), any other provision of this the Trust AgreementPreferred Securities that are owned (whether of record or beneficially) by the Corporation, no amendment to this Trust Agreement may be made ifthe Administrative Trustees or any Affiliate of the Corporation or any Administrative Trustee shall, as a result for purposes of such amendmentvote, it would cause the Issuer Trust to be taxable treated as a corporation or classified as other than a grantor trust for United States Federal income tax purposesif they were not outstanding.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Junior Subordinated Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Capital Securities, except by a subsequent vote of the Holders of the Outstanding Capital Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Capital Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly otherwise provided in this Trust Agreement Section 6.1, in Sections 5.13, 8.11 and 10.2 hereof and in the Indenture and as otherwise required by law, no Holder of Capital Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital all Outstanding Trust Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Outstanding Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Trust Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Trust Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Trust Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Holders of the Trust Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Trust Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Junior Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Junior Debt Securities are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Junior Indenture Trustee, or execute executing any trust or power conferred on the Debenture Junior Indenture Trustee with respect to the DebenturesJunior Debt Securities, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Junior Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Debt Securities shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Junior Indenture or the DebenturesJunior Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Junior Indenture would require the consent of each holder of Debentures Junior Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Junior Indenture Trustee with respect to the DebenturesJunior Debt Securities. In addition to obtaining the foregoing approvals consents of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will continue to be taxable qualify as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes after taking into account such action. (c) If Subject to Section 10.2(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust fail to be taxable qualify as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Property Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 Article Six of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities; PROVIDED, provided, howeverHOWEVER, that where a consent under the Indenture would require the consent of each holder Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will continue to be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a "grantor trust" or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, , (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel rendered by counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, , (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section , in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waiveable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel 35 30 experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee or the Property Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of and interest on all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel Counsel, experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of that action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to fail or cause to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust partnership for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 513, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 11.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Junior Subordinated Notes are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Junior Subordinated Notes, (ii) waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Subordinated Notes shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the DebenturesJunior Subordinated Notes, where such consent shall be required, or to any other action, as holder of the Junior Subordinated Notes, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Debentures Junior Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the DebenturesJunior Subordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any other provision of this the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust Agreement, no amendment to this Trust Agreement may will not be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (d) An Event of Default will be deemed to be cured or waived if, at any time, (i) after an Event of Default exists and payment of interest and principal on the Junior Subordinated Notes has been accelerated under the terms of the Subordinated Note Indenture or (ii) prior to a judgment or decree for the payment of the money due on the Preferred Securities has been obtained, the following events occur: (A) the holders of at least 66 2/3% in liquidation amount of the outstanding Preferred Securities give written notice to the Property Trustee, the Administrative Trustees and the Company to rescind and annul such declaration of acceleration of the Junior Subordinated Notes and its consequences, (B) the Trust pays and deposits with the Clearing Agency a sum sufficient to pay all Distributions (including any accrued interest) and the liquidation amount due on the Preferred Securities otherwise than caused by the acceleration of the Junior Subordinated Notes and (C) all other Events of Default are no longer continuing or have been waived. (e) Subject to this Section, Section 11.03(c) and Section 8.19 of this Trust Agreement, the Holders of at least 66% in Liquidation Amount of the Outstanding Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past default hereunder and its consequences, except a default in the payment of any Distribution or redemption payment or in respect of a covenant or provision hereof which under Section 11.03(c) cannot be modified or amended without the consent of the Holder of each Preferred Security. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Trust Agreement; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of an Event of Default with respect to Preferred Securities shall also be deemed to constitute a waiver by the Holders of Common Securities for all purposes of the Trust Agreement without any further act, vote or consent of the Holders of Common Securities.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Notes are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Note Trustee, or execute executing any trust or power conferred on the Debenture Note Trustee with respect to the Debentures, such Notes, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Notes shall be due and payable, or or (iv) consent to any amendment, modification or termination of the Indenture or the DebenturesNotes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Note Trustee with respect to the DebenturesNotes. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel rendered by counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, , (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Property Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Preferred Securities; PROVIDED, provided, howeverHOWEVER, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms terns of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shallshall provide to the Property Trustee, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures Notes are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Note Trustee, or execute any trust or power conferred on the Debenture Note Trustee with respect to the DebenturesNotes, (ii) waive any past default that may be waived under Section 5.13 of the Base Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Notes shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the DebenturesNotes, where such consent shall be requiredrequired by the Holders of the Notes pursuant to the terms of the Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal APEX and the Capital SecuritiesAPEX then Outstanding, considered together as a single class; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Normal APEX and Capital SecuritiesAPEX. The Property Trustee Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Normal APEX and the Capital SecuritiesAPEX, except by a subsequent vote of the Holders of the Normal APEX and the Capital SecuritiesAPEX. The Property Trustee shall notify all Holders of the Normal APEX and the Capital Securities APEX of any notice of default received with respect to the DebenturesNotes. In addition to obtaining the foregoing approvals of the Holders of the Normal APEX and the Capital SecuritiesAPEX, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements for United States Federal income tax purposes. (c) For so long as any Stock Purchase Contracts are outstanding, at the request of the Depositor the Property Trustee may consent to any amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, without having obtained the prior approval of the Holders of any Trust Preferred Securities to such amendment or modification, for the purposes of (i) evidencing the succession of another person to the Issuer Trust’s or the Property Trustee’s obligations thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii) evidencing and providing for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions thereof in the Prospectus, or (vi) making any other provisions with respect to such matters or questions, provided, however, that such action pursuant to this clause (vi) shall not adversely affect the interest of the Holders of Trust Preferred Securities of any Series in any material respect. At the request of the Depositor the Property Trustee may, with the consent of the Holders of not less than a Majority in Liquidation Amount of the Normal APEX and Stripped APEX then Outstanding, considered together as a single class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, except that, without obtaining the prior written consent of each Holder of Normal APEX and Capital APEX then Outstanding, the Issuer Trustees may not agree to any amendment or modification that would (A) change any payment dates for Contract Payments, (B) change the amount or type of Pledged Notes or Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive distributions on Pledged Notes or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the Pledged Notes or Pledged Treasury Securities, (C) change the place or currency or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts. (d) So long as any shares of Preferred Stock are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not waive any Preferred Stock Default without obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal APEX and the Stripped APEX then Outstanding, considered together as a single class. Additionally, in addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any amendment to the Certificate of Designation or the Depositor’s certificate of incorporation that would change the dates on which dividends are payable on the Preferred Stock or the amount of such dividends, without the prior written consent of each Holder of Normal APEX and Stripped APEX. In addition to obtaining the foregoing approvals of the Holders of Normal APEX and Stripped APEX, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes. (e) If any proposed amendment to or modification of this Trust Agreement, the Trust Stock Purchase Contract Agreement or the Collateral Agreement provides for, or any of the Issuer Trustees otherwise propose proposes to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital SecuritiesTrust Preferred Securities of any Series in a manner that is different from the manner in which it would affect the Trust Preferred Securities of other Series, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms modification of this Trust Agreement, the Stock Purchase Contract Agreement or the Collateral Agreement or otherwise, then the Holders of the Outstanding Capital Trust Preferred Securities as a class of such Series will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital SecuritiesTrust Preferred Securities of such Series. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be classified as an association or publicly traded partnership taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements for United States Federal income tax purposes. (f) No amendment to or modification of any Transaction Document that adversely affects the rights, duties or immunities of the Securities Registrar, the Paying Agent, the Collateral Agent, the Securities Intermediary or the Custodial Agent shall be effective as against any such affected party without its consent. (g) The Property Trustee may request a vote or seek the consent of the Holders of the applicable series of APEX in connection with any matters on which it is permitted to exercise voting or other consensual rights with respect to the Notes pursuant to Section 7.01 of the Collateral Agreement.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee Trustee, on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in Liquidation Amount of all the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital the Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waiveable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be classified as a grantor trust or cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be classified as a grantor trust or to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Debt Securities are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Debt Securities, (ii) waive any past default that may be waived which is waivable under Section 5.13 6.1 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Debt Securities shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the DebenturesDebt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the DebenturesDebt Securities. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the DepositorSponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Section 8.9 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) Subject to Section 8.2 hereof, if an Event of Default with respect to the Preferred Securities has occurred and been subsequently cured, waived or otherwise eliminated, the provisions of Section 6.1(b)(ii) hereof shall apply. During (x) the period commencing on the date of the occurrence of an Event of Default with respect to the Preferred Securities and ending on the date when such Event of Default is cured, waived or otherwise eliminated, or (y) any period not described in either the preceding sentence or the preceding clause (x), the provisions of Section 6.1(b)(i) shall apply. (i) The holders of a majority in aggregate liquidation amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (iA) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Debex- ture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (iiB) waive any past default that may be waived which is waivable under Section 5.13 5.10 of the Indenture, (iiiC) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (ivD) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of all Outstanding Preferred Securities (except in the Capital case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of record of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the DepositorSponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust partnership for United States Federal income tax purposespurposes on account of such action. (ii) Subject to Section 8.2 of this Trust Agreement and only after the Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated the holders of a majority in aggregate liquidation amount of the Common Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debentures are held by the Property Trustee, the Trustees shall not (A) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures, (B) waive any past default which is waivable under Section 5.10 of the Indenture, (C) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all Common Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Common Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Common Securities, except by a subsequent vote of the Holders of the Common Securities. The Property Trustee shall notify all Holders of record of the Common Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Common Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effecteffect the dissolution, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Security holders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Junior Subordinated Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 Article Seven of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Subordinated Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Property Trustee with respect to the such Subordinated Debentures, (ii) waive any past default that may be waived with respect to the Subordinated Debentures which is waivable under Section 5.13 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture Subordinated Debentures or the Indenture with respect to the Subordinated Debentures, where such consent shall be required, without, in each casecase (i), (ii), (iii) and (iv), obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of each Outstanding Capital SecuritiesSecurity affected thereby. The Property Trustee Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, without the consent of the Holders of the Capital Securities: (i) to cure any ambiguity, correct or supplement any provisions in this Trust Agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which will not be inconsistent with the other provisions of this Trust Agreement; or (ii) to modify, eliminate or add to any provisions of this Trust Agreement as necessary to ensure that: (A) the Issuer Trust will be classified for U.S. federal income tax purposes as a grantor trust and not as an association taxable as a corporation at all times that any Capital Securities are outstanding, [or] (B) the Issuer Trust will not be required to register as an "investment company" under the Investment Company Act of 1940, as amended, [or] (C) if applicable, insert: a Capital Treatment Event (as defined in the Indenture) does not occur]. provided that, if any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (d) As and to the extent permitted in Section 10.2, amendment to this Trust Agreement may be made, from time to time, by the Holders of Common Securities with: (i) the consent of Holders representing at least a majority (based upon liquidation amounts) of the Outstanding Capital Securities (and Common Securities); and (ii) receipt by the Issuer Trust trustees of an opinion of counsel to the effect that the amendment or the exercise of any power granted to the Issuer Trust trustees in accordance with the amendment will not cause the Issuer Trust to be taxable as a corporation or affect the Issuer Trust's status as a grantor trust for U.S. federal income tax purposes or the Issuer Trust's exemption from status as an "investment company" under the Investment Company Act of 1940, as amended, provided that, without the consent of the Holder of each Capital Security affected, this Trust Agreement may not be amended to (i) reduce the amount or change the timing of any distribution required to be made on the Capital Securities as of a specified date; or (ii) restrict the right of a Holder of Capital Securities to institute suit for the enforcement of any such payment on such Holder's Capital Securities on or after such date.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a domestic grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a domestic grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Capital Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Debentures. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Capital Outstanding Preferred Trust Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder of Capital Preferred Trust Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Trust Securities, except by pursuant to a subsequent vote of the Holders of the Capital Preferred Trust Securities. The Property Trustee shall notify all Holders of the Capital Preferred Trust Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Trust Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will be classified as a "grantor trust" and not cause the Issuer Trust to be as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in aggregate Liquidation Amount of the Capital Outstanding Preferred Trust Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Debt Securities are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Debt Securities, (ii) waive any past default that may be waived which is waivable under Section 5.13 _____ of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Debt Securities shall be due and payable, payable or (iv) consent to any an amendment, modification or termination of the Indenture or the DebenturesDebt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder the Holders of Debentures more than a majority of the aggregate principal amount of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder at least the same proportion in Liquidation Amount of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the DebenturesDebt Securities. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as 49 -43- an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Trust Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in Liquidation Amount of the Capital Outstanding Trust Securities; provided, however, that if an amendment affects only the powers, preferences or special rights of Preferred Securities or Common Securities, then such 66 2/3% approval is required only from the affected class. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to fail or cause to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (d) In the event the consent of the Property Trustee as holder of the Debt Securities is required under the Indenture with respect to any amendment or modification of the Indenture, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment or modification and shall vote with respect to such amendment or modification as directed by the Holders of a majority in Liquidation Amount of the Trust Securities voting together as a single class; provided, however that where a consent under the Indenture would require the consent of more than a majority of the aggregate principal amount of Debt Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same proportion in an aggregate Liquidation Amount of the Trust Securities; provided further, that the Property Trustee shall not take any action in accordance with the directions of the Holders of Trust Securities under this Section 6.1(d) unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes as a result of such action and that each Holder of Trust Securities will be treated as owning an undivided beneficial ownership interest in the corresponding Debt Securities. 50 -44-

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in majority (based on Liquidation Amount Amounts) of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States U.S. Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in majority (based on Liquidation Amount Amounts) of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States U.S. Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 2.10, in Section 8.10 or in Section 11.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute any trust or power conferred on the Debenture Property Trustee with respect to the such Junior Subordinated Debentures, ; (ii) waive any past default that may be waived under Section 5.13 513 of the Subordinated Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Preferred Securities, provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Subject to Section 8.02, the Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall will not cause the Issuer Trust to be taxable as a corporation or classified as other than as a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees Trust otherwise propose proposes to effect, (i) any action that would adversely affect in any material respect the interests, powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Preferred Securities; except as otherwise provided in Section 11.03(c). Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than as a grantor trust for United States Federal federal income tax purposes. (d) Holders of a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past Event of Default and its consequences, except a default described in clause (b) or (c) of the definition of "Event of Default" contained in Section 1.01, a default in respect of a covenant or provision which under this Trust Agreement cannot be modified or amended without the consent of the Holder of each Outstanding Preferred Security or an Indenture Event of Default that the Holders of a Majority in Liquidation Amount of the Preferred Securities would not be entitled to waive pursuant to Section 6.01(e). Upon any such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Trust Agreement; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of an Event of Default with respect to Preferred Securities shall also be deemed to constitute a waiver by the Holders of Common Securities for all purposes of the Trust Agreement without any further act, vote or consent of the Holders of Common Securities. (e) For so long as any Preferred Securities remain Outstanding, if, upon an Indenture Event of Default, the Indenture Trustee and the holders of the outstanding Junior Subordinated Debentures have failed to declare the principal of all of the Junior Subordinated Debentures to be immediately due and payable, the Holders of at least 33% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have such right to make such declaration by a notice in writing to the Property Trustee, the Depositor and the Indenture Trustee. At any time after such a declaration of acceleration with respect to the Junior Subordinated Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as provided in the Subordinated Indenture, the Holders of a Majority in Liquidation Amount of the Preferred Securities, by written notice to the Property Trustee, the Depositor and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Depositor has paid or deposited with the Indenture Trustee a sum sufficient to pay (1) all overdue installments of interest on all of the Junior Subordinated Debentures, (2) the principal of any Junior Subordinated Debentures which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Junior Subordinated Debentures, and (3) all sums paid or advanced by the Indenture Trustee under the Subordinated Indenture and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Property Trustee, their agents and counsel; and (ii) all Indenture Events of Default, other than the non-payment of the principal of the Junior Subordinated Debentures which has become due solely by such acceleration, have been cured or waived as provided in Section 813 of the Subordinated Indenture. The Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past default under the Subordinated Indenture, except a default in the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Indenture Trustee) or a default in respect of a covenant or provision which under the Subordinated Indenture cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Debentures. No such rescission shall affect any subsequent default or impair any right consequent thereon. Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of the Preferred Securities all or part of which is represented by Book-Entry Preferred Securities Certificates, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day which is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice which has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.01(e). (f) For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Subordinated Indenture, upon an Indenture Event of Default specified in Sections 801(a) and (b) of the Subordinated Indenture, any Holder of Preferred Securities shall have the right to institute a proceeding directly against the Depositor, pursuant to Section 808 of the Subordinated Indenture, for enforcement of payment to such Holder of the principal amount of Junior Subordinated Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder (a "Direct Action"). Except as set forth in Section 6.01(e) and this Section 6.01(f), the Holders of Preferred Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Junior Subordinated Debentures. The holders of a Majority in Liquidation Amount of the Preferred Securities at the time Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred on the Property Trustee with respect to the Preferred Securities; provided, however, that, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders of Preferred Securities not parties to such direction, and provided further that nothing in this Trust Agreement shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such direction by such Holders.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount liquidation amount of the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shallshall provide to the Property Trustee, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount liquidation amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Junior Subordinated Notes are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Junior Subordinated Notes, (ii) consent to waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Subordinated Notes shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the DebenturesJunior Subordinated Notes, where such consent shall be required, or to any other action, as holder of the Junior Subordinated Notes, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would -------- ------- require the consent of each holder of Debentures Junior Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposesJunior Subordinated Notes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Junior Subordinated Notes are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Junior Subordinated Notes, (ii) consent to waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Subordinated Notes shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the DebenturesJunior Subordinated Notes, where such consent shall be required, or to any other action, as holder of the Junior Subordinated Notes, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66 2/3% in Liquidation Amount of the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Debentures Junior Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposesJunior Subordinated Notes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Capital Securities Trust PIERS shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Convertible Debentures are held by the Property Trustee on behalf Trustee, the Holders of a majority in Liquidation Amount of the Issuer Trust, Trust PIERS will have the Issuer Trustees shall not (i) right to direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Property Trustee, or execute executing any trust or power conferred on the Debenture Property Trustee with respect to the such Convertible Debentures, including the right to direct the Property Trustee to (iii) waive any past default that may be waived which is waivable under Section 5.13 of the Subordinated Indenture, (iiiii) exercise any right the remedies available to rescind or annul it under the Subordinated Indenture as a declaration that Holder of the principal of all the Convertible Debentures shall be due and payable, or (iviii) consent to any amendment, modification or termination of the Subordinated Indenture or the Convertible Debentures, where such consent shall be required, withoutor to any other action, in each case, obtaining the prior approval as holder of the Holders of at least a Majority in Liquidation Amount of Convertible Debentures, under the Capital Securities, Subordinated Indenture; provided, however, that if an Event of Default has occurred and is continuing, then Holders of at least 25% of the aggregate liquidation amount of the Trust PIERS may direct the Property Trustee to declare the principal of and premium, if any, and interest (including contingent interest) on the Convertible Debentures due and payable; and further provided, that where a consent or action under the Subordinated Indenture would require the consent or act of each holder Holders of more than a majority of the aggregate principal amount of Convertible Debentures affected thereby, no such consent shall be given by only Holders of the percentage of the aggregate stated Liquidation Amount of the Trust PIERS which is at least equal to the percentage required under the Convertible Debentures Indenture may direct the Property Trustee without the prior written to give such consent of each Holder of Capital Securitiesor take such action. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital SecuritiesTrust PIERS, except by pursuant to a subsequent vote of the Holders of the Capital SecuritiesTrust PIERS. The Property Trustee shall notify all Holders of the Capital Securities Trust PIERS of any notice of default an Event of Default received from the Indenture Trustee or the Company with respect to the Convertible Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital SecuritiesTrust PIERS, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an independent Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital SecuritiesTrust PIERS, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities Trust PIERS as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital SecuritiesOutstanding Trust PIERS. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Trust PIERS, prior to taking any other provision of this the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an independent Opinion of Counsel to the effect that the Trust Agreement, no amendment to this Trust Agreement may will not be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures. (d) A Holder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee Agreement), the Trust or any Person.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 5.14 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, Debentures where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes or to be required to be registered as an "investment company" under the Investment Company Act. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes or to be required to be registered as an "investment company" under the Investment Company Act.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) . If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, to the fullest extent permitted by law, a Holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such Holder directly of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Securities of such Holder on or after the due dates specified in the Debentures. So long as any Debentures are held by the Property Trustee on behalf Preferred Securities remain Outstanding, if, upon a Debenture Event of the Issuer TrustDefault, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to fails or the Debentures, (ii) waive any past default that may be waived under Section 5.13 holders of not less than 33% in principal amount of the Indenture, (iii) exercise any right outstanding Debentures fail to rescind or annul a declaration that declare the principal of all of the Debentures shall to be immediately due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority 33% in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no Preferred Securities then Outstanding shall have such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved right by a vote notice in writing to the Depositor and the Debenture Trustee; and upon any such declaration such principal amount of and the accrued interest on all of the Holders Debentures shall become immediately due and payable, provided that the payment of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee principal and interest on such Debentures shall notify all Holders of the Capital Securities of any notice of default received with respect remain subordinated to the Debentures. In addition to obtaining extent provided in the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposesSubordinated Indenture. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 6.1, in Sections 5.14, 8.10 and 10.2 and in the Indenture Indenture, and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Property Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement herein and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Junior Subordinated Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 Article Seven of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made ifnot, as a result consequence of such amendmentthe proposed actions by the Property Trustee, it would cause the Issuer Trust cease to be taxable classified as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.grantor

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 514, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee Trustee, on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in Liquidation Amount of all the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital the Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waiveable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees Administrative Trustees, at the request of the Property Trustee, shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures Notes are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Note Trustee, or execute any trust or power conferred on the Debenture Note Trustee with respect to the DebenturesNotes, (ii) waive any past default that may be waived under Section 5.13 513 of the Base Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Notes shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the DebenturesNotes, where such consent shall be requiredrequired by the Holders of the Notes pursuant to the terms of the Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal PPS and the Capital SecuritiesPPS then Outstanding, considered together as a single class; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Normal PPS and Capital SecuritiesPPS. The Property Trustee Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Normal PPS and the Capital SecuritiesPPS, except by a subsequent vote of the Holders of the Normal PPS and the Capital SecuritiesPPS. The Property Trustee shall notify all Holders of the Normal PPS and the Capital Securities PPS of any notice of default received with respect to the DebenturesNotes. In addition to obtaining the foregoing approvals of the Holders of the Normal PPS and the Capital SecuritiesPPS, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be treated as an association or a publicly traded partnership taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements for United States Federal income tax purposes. (c) For so long as any Stock Purchase Contracts are outstanding, at the written request of the Depositor, the Issuer Trustees may consent to any amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, without having obtained the prior approval of the Holders of any Trust Preferred Securities to such amendment or modification, for the purposes of (i) evidencing the succession of another person to the Issuer Trust’s or the Property Trustee’s obligations thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii) evidencing and providing for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions thereof in the Prospectus, or (vi) making any other provisions with respect to such matters or questions; provided, however, that such action pursuant to this clause (vi) shall not adversely affect the interest of the Holders of Trust Preferred Securities of any Series in any material respect. At the request of the Depositor the Issuer Trustees shall be entitled to, with the consent of the Holders of not less than a Majority in Liquidation Amount of the Normal PPS and Stripped PPS then Outstanding, considered together as a single class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, except that, without obtaining the prior written consent of each Holder of Normal PPS and Capital PPS then Outstanding, the Issuer Trustees may not agree to any amendment or modification that would (A) change any payment dates for Contract Payments, (B) change the amount or type of Pledged Notes or Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive Distributions on Pledged Notes or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the Pledged Notes or Pledged Treasury Securities, (C) change the place or currency of payment or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts. (d) So long as any shares of Preferred Stock are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not waive any Preferred Stock Default without obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal PPS and the Stripped PPS then Outstanding, considered together as a single class. Additionally, in addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any amendment to the Certificate of Designation or the Depositor’s certificate of incorporation that would change the dates on which dividends are payable on the Preferred Stock or the amount of such dividends, without the prior written consent of each Holder of Normal PPS and Stripped PPS. In addition to obtaining the foregoing approvals of the Holders of Normal PPS and Stripped PPS, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes. (e) If any proposed amendment to or modification of this Trust Agreement, the Trust Stock Purchase Contract Agreement or the Collateral Agreement provides for, or any of the Issuer Trustees otherwise propose proposes to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital SecuritiesTrust Preferred Securities of any Series in a manner that is different from the manner in which it would affect the Trust Preferred Securities of other Series, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms modification of this Trust Agreement, the Stock Purchase Contract Agreement or the Collateral Agreement or otherwise, then the Holders of the Outstanding Capital Trust Preferred Securities as a class of such Series will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital SecuritiesTrust Preferred Securities of such Series. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be treated as an association or publicly traded partnership taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements for United States Federal income tax purposes. (f) No amendment to or modification of any Transaction Document that adversely affects the rights, duties or immunities of the Securities Registrar, the Paying Agent, the Collateral Agent, the Securities Intermediary or the Custodial Agent shall be effective as against any such affected party without its written consent. (g) The Property Trustee may, but shall not be obligated to, request a vote or seek the consent of the Holders of the applicable series of PPS in connection with any matters on which it is permitted to exercise voting or other consensual rights with respect to the Notes pursuant to Section 7.01 of the Collateral Agreement.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.02 of this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Subordinated Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Subordinated Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 Article Seven of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where the Indenture expressly provides that a consent under the Indenture thereunder would require the consent of each holder of outstanding Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Administrative Trustees and the Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees and the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Administrative Trustees and the Property Trustee otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-dissolution, winding- up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities Preferred Securities, voting as a class single class, will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least not less than a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures Debt Securities are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute exercise any trust or power conferred on the Debenture Property Trustee with respect to the DebenturesDebt Securities, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Debt Securities shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the DebenturesDebt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Subject to Section 8.2, the Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received with respect to the DebenturesDebt Securities. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Capital Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, a Holder of Capital Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Capital Securities of such Holder on or after the due dates specified in the Debentures. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Outstanding Capital Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by pursuant to a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will be classified as a "grantor trust" and not cause the Issuer Trust to be as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to not be classified as a "grantor trust" but an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.02 and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, a Holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such Holder directly of principal of or interest on the Debentures having a principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder on or after the due dates specified in the Debentures. In connection with any such proceeding, the Depositor will be subrogated to the rights of any Holder of Preferred Securities to the extent of any payment made by the Depositor to such Holder. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.02 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Junior Subordinated Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 Article Seven of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal or Puerto Rico income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal or Puerto Rico income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 513, 810 and 1002 and in the Indenture and as otherwise set forth in the Guarantee or required by law, no record Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee Trustee, on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of all the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital the Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital holders of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waiveable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Property Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly otherwise provided in this Trust Agreement Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Trust Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Outstanding Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Trust Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Trust Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Trust Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Trust Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Trust Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement ---------------------------- Section, in SECTIONS 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such the consent of the holders of Debentures shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Subject to SECTION 8.3, the Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail or cease to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities, except as otherwise provided in SECTION 10.2(c). Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail or cease to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 6.1, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise set forth in the Guarantee or as required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, forth or contained in the terms of the Trust Securities Certificates, Certificates be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee Trustee, on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, Trustee or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a Majority majority in Liquidation Amount of all the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital the Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Holders of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of the Outstanding Capital Securities Preferred Securities, as a class will class, shall be entitled to vote on such amendment or proposal proposal, and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 601, in Sections 514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.be

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Capital Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will be classified as a "grantor trust" and not cause the Issuer Trust to be as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-dissolution, winding- up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3 in Liquidation Amount of the Capital outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 6.1, in Sections 5.13, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder record holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, ; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, ; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action the Trust shall not cause the Issuer Trust continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences preferences, privileges or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3 in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (d) If any Distributions payable on the Preferred Securities are in arrears for six quarterly periods, the Holders of the Preferred Securities, voting separately, as a class with any other Holders having similar voting rights, will be entitled to elect two directors to the Board of Directors of the Depositor at the next special or annual meeting of the shareholders of Depositor. Such voting rights continue until such time as the Distribution arrearage on the Preferred Securities has been paid in full.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 7.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures Subordinated Debt Securities are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Subordinated Debt Securities, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Subordinated Debt Securities shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the DebenturesSubordinated Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in majority (based on Liquidation Amount Amounts) of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures Subordinated Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the DebenturesSubordinated Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States U.S. Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in majority (based on Liquidation Amount Amounts) of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States U.S. Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Property Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Trust Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Trust Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Trust Preferred Securities, except by a subsequent vote of the Holders of the Capital Trust Preferred Securities. The Property Trustee shall notify all Holders of the Capital Trust Preferred Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Trust Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, otherwise or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Junior Subordinated Notes are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute exercising any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Junior Subordinated Notes, (ii) consent to waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Subordinated Notes shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the DebenturesJunior Subordinated Notes, where such consent shall be required, or to any other action, as holder of the Junior Subordinated Notes, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66 2/3% in Liquidation Amount of the Capital Outstanding Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Debentures Junior Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposesJunior Subordinated Notes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 Article Six of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.majority in

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on an the Debenture Indenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 514, 810 and 1002 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Junior Subordinated Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 Article Seven of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Capital Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Capital Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Junior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Section 5.14, Section 8.10 and Section 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, , (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shallmay, at the expense of the Depositor, obtain an Opinion of Counsel rendered by counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, , (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it the Trust would cause the Issuer Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. Rights (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures Junior Subordinated Notes are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Indenture Trustee, or execute executing any trust or power conferred on the Debenture Indenture Trustee with respect to the Debenturessuch Junior Subordinated Notes, (ii) waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures Junior Subordinated Notes shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the DebenturesJunior Subordinated Notes, where such consent shall be required, or to any other action, as holder of the Junior Subordinated Notes, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Debentures Junior Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Indenture Trustee with respect to the DebenturesJunior Subordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall the Trust will not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any other provision of this the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust Agreement, no amendment to this Trust Agreement may will not be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposespurposes on account of such action.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Capital Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer TrustTrustee, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute executing any trust or power conferred on the Debenture Trustee with respect to the such Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Preferred Securities, except by a subsequent vote of the Holders of the Capital Preferred Securities. The Property Trustee shall notify all Holders of the Capital Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion opinion of Counsel experienced in such matters its tax advisors to the effect that such action shall not cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Capital Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.