Common use of Mergers Clause in Contracts

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions and rights upon liquidation, redemption or otherwise; (ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “Successor Entity”) either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company ICON Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesICONs; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect; b. following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee; (viii) prior to Securities Guarantee and such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment Successor Entity expressly assumes all of the Holders obligations of the Trust Preferred Securities (including with respect to the Successor Trust Securities) in any material respect;Trustees. (Bc) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Trust (shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the ICONs.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “Successor Entity”) either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company ICON Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesICONs; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical similar to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) a. such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including the any Successor Trust Securities) in any material respect; (B) b. following such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) c. following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of the Successor Entity and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes and each Holder of the Securities not to be treated as owning an undivided interest in the ICONs.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofand except with respect to the distribution of Debentures to Holders pursuant to Section 8.1(a)(iii). (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust SecuritiesHolders, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, consolidate, amalgamate, or be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, a trust organized as such under the laws of any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as with respect to the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, quoted or included for trading, or any Successor Trust Securities will be listed listed, quoted or included for trading upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preferred Capital Securities are then listed listed, quoted or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesincluded; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) or the Debentures to be downgraded by any nationally recognized statistical rating organization that publishes a rating on the Capital Securities or the Debentures; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the holders of any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the new entity); (vvi) such the Successor Entity has purposes substantially a purpose identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the holders of any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the new entity); (B) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of the Successor Entity and guarantees the obligations of the Successor Entity under the Successor Securities at least to the extent provided by the Capital Securities Guarantee; and (Dix) following there shall have been furnished to the Property Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that all conditions precedent in this Trust Agreement to such transaction have been satisfied. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, consolidation, amalgamation or replacement, conveyance, transfer or lease would cause the Company shall Trust or the Successor Entity not to be classified as an association or a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, except as described in Section 3.15(b) and (c) and except with respect to the distribution of Debentures to Holders pursuant to Section 8.1(a)(iii). (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees and without the consent of the Holders, the Delaware Trustee or the Property Trustee, merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, a trust organized as such under the laws of any State; provided that: (i) such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Securities; or (B) substitutes for the Securities other securities having substantially the same terms as the Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Securities rank in priority with respect to Distributions and payments upon liquidation, redemption and otherwise; (ii) the Sponsor expressly appoints a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee with respect to the Debentures; (iii) the Successor Securities are listed, quoted or included for trading, or any Successor Securities will be listed, quoted or included for trading upon notification of issuance, on any national securities exchange or with any other organization on which the Capital Securities are then listed, quoted or included; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) or the Debentures to be downgraded by any nationally recognized statistical rating organization that publishes a rating on the Capital Securities or the Debentures; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the new entity); (vi) the Successor Entity has a purpose identical to that of the Trust; (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the new entity); (B) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and (C) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of the Successor Entity and guarantees the obligations of the Successor Entity under the Successor Securities at least to the extent provided by the Capital Securities Guarantee and the Common Securities Guarantee; and (ix) there shall have been furnished to the Property Trustee an Officer's Certificate and an Opinion of Counsel, each to the effect that all conditions precedent in this Trust Agreement to such transaction have been satisfied. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as replace it if such under the laws of any State of the United Statesconsolidation, or conveyamalgamation, merger, replacement, conveyance, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if would cause the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as or the Successor Trust Securities rank the same as the Trust Securities rank with respect Entity not to Capital Payments, distributions and rights upon liquidation, redemption or otherwise; (ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”) "), as determined by the Sponsor, so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) if the Company Trust is not the successor Entity, the Sponsor expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Trust Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; other than with respect to any dilution of the Holders' interest in the new entity; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; other than with respect to any dilution of the Holders' interest in the new entity; (B) following such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (ix) such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees; and (Dx) following the obligations of the Trust assumed by such Successor Entity or the Successor Securities, as the case may be, shall be the legal, valid and binding obligations of such Successor Entity enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law). (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if, in the opinion of a nationally recognized tax counsel experienced in such matters, such consolidation, amalgamation, merger, consolidation, amalgamation or replacement, conveyance, transfer or lease would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge or convert with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, any corporation or other entityPerson, except for the sole purpose of changing its domicile and as described set forth in Section 3.15(b3.14(b) and (c) hereof). (b) The Subject to Section 3.14(a), the Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Preferred Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge or convert with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") expressly assumes all of the obligations of the Trust under any agreement to which the Trust is a party and either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Preferred Securities”) "), so long as the Successor Trust Preferred Securities rank the same as the Trust Preferred Securities rank with respect to Capital Payments, distributions of Trust Property and rights payments upon liquidation, redemption or redemption, repayment and otherwise and substitutes for the Common Securities other securities having substantially the same terms as the Common Securities (the "Successor Common Securities," and together with the Successor Trust Preferred Securities, the "Successor Securities"), so long as the Successor Common Securities rank the same as the Common Securities rank with respect to distributions of Trust Property and payments upon liquidation, redemption, repayment and otherwise; (ii) the Company expressly acknowledges Successor Entity has a trustee of such Successor Entity possessing that possesses substantially the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesTrustee; (iii) if applicablethe Trust Preferred Securities or any Successor Securities will be listed, the Successor Trust Securities are listedquoted or included for trading, or any Successor Trust Securities will be listed listed, quoted or included for trading upon notification of issuanceissuance if applicable, on any national securities exchange or other organization with another system on which the Trust Preferred Securities are then listed listed, quoted or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesincluded for trading; (iv) such merger, conversion, consolidation, amalgamation or replacement does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded or placed under surveillance for review by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Securities and any Successor Trust Preferred Common Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, conversion, consolidation, amalgamation or replacement, the Sponsor has received an opinion of a nationally recognized independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect; (B) following such merger, conversion, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and (C) following such merger, conversion, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor, directly or indirectly, owns all of the Successor Common Securities and guarantees the obligations of such Successor Entity under the Successor Trust Preferred Securities at least to the same extent as provided under by the Trust Preferred Guarantee;Securities Guarantees. (viiiix) prior to such merger, consolidation, amalgamation or replacement, the Bank Property Trustee has received an Officers' Certificate from the Sponsor and an opinion of a nationally recognized law firm experienced in such matters counsel, each to the effect that:that all conditions precedent to the transaction as set forth in this Agreement have been satisfied. (Ac) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.14(b), the Trust (shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge or convert with or into, or be replaced by any other Person or permit any other Person to consolidate, amalgamate, or merge with or into, or replace it if such consolidation, amalgamation, merger, conversion, or replacement would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in this Section 3.15(b2.14(b) and (c) hereof.and except in connection with the liquidation of the Trust and the distribution of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I. (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses substantially the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (iv) the Institutional Trustee receives written confirmation from Xxxxx'x Investor Services, Inc. and any other nationally recognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.14(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.14(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not merge or convert with or into, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereof). (b) The Trust may, at the request of the Company, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, merge or convert with or into, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, a trust organized as such under the laws of any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either:): (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or prepayment and otherwise; (iiC) the Company expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesNotes; (iiiD) if applicable, the Successor Trust Securities are listedlisted or quoted, or any Successor Trust Securities will be listed or quoted upon notification of issuance, on any national securities exchange or other with another organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesif any; (ivE) such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (F) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of such Holders’ interests in the new entity); (vG) such Successor Entity has purposes substantially a purpose identical to that of the Trust,; and (viH) prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Company has received an opinion of an independent counsel to the Trust experienced in such matters to the effect that: (1) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders’ interest in the new entity); (2) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company under the Investment Company Act; (3) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer, or lease, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes;; and (vii4) the Guarantor Company or any permitted successor or assignee owns all of the common securities of such Successor Entity and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Preferred Securities Guarantee. (c) Notwithstanding Section 3.15(b), the Trust Preferred Guarantee; (viii) prior to such mergershall not, consolidation, amalgamation or replacement, except with the Bank has received an opinion consent of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the all Holders of the Securities in liquidation amount of the Securities, consolidate, amalgamate, merge or convert with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to consolidate, amalgamate, merge or convert with or into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust Preferred Securities (including or the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required not to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. (d) The Administrative Trustees shall furnish to the Delaware Trustee at least five Business Days prior notice of the consummation of any merger, consolidation, amalgamation, or replacement; andprovided, however, that failure to provide such notice shall not effect the validity of any such transaction.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “Successor Entity”) either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect; b. following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee; (viii) prior to Securities Guarantee and such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment Successor Entity expressly assumes all of the Holders obligations of the Trust Preferred Securities (including with respect to the Successor Trust Securities) in any material respect;Trustees. (Bc) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Trust (shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred Debt Securities; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect; b. following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee; (viii) prior to Securities Guarantee and such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment Successor Entity expressly assumes all of the Holders obligations of the Trust Preferred Securities (including with respect to the Successor Trust Securities) in any material respect;Trustees. (Bc) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Trust (shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debt Securities.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect; b. following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee; (viii) prior to Securities Guarantee and such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment Successor Entity expressly assumes all of the Holders obligations of the Trust Preferred Securities (including with respect to the Successor Trust Securities) in any material respect;Trustees. (Bc) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Trust (shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not merge or convert with or into, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereof). (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, merge or convert with or into, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, a trust organized as such under the laws of any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listedlisted or quoted, or any Successor Trust Securities will be listed or quoted upon notification of issuance, on any national securities exchange or other with another organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesif any; (iv) such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of such Holders' interests in the new entity); (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as has a grantor trust for United States federal income tax purposespurpose identical to that of the Trust; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, conversion, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease, the Bank Sponsor has received an opinion of a nationally recognized law firm an independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust nor such the Successor Entity shall will be required to register as an Investment Company under the 1940 Investment Company Act;; and (C) following such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer, or replacementlease, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of such Successor Entity and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Preferred Securities Guarantee and the Common Securities Guarantee. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of all Holders of the Securities in liquidation amount of the Securities, consolidate, amalgamate, merge or convert with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to consolidate, amalgamate, merge or convert with or into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust or the Successor Entity not to be classified as a grantor trust for United States federal income tax purposes. (d) The Administrative Trustees shall furnish to the Delaware Trustee at least five Business Days prior notice of the consummation of any merger, consolidation, amalgamation, or replacement; provided, however, that failure to provide such notice shall not effect the validity of any such transaction.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Regular Trustees or, if there are more than two, a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect; b. following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Securities Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (Dix) following such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, consolidation, amalgamation or replacement, conveyance, transfer or lease would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, by or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityperson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; providedPROVIDED, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) if the Company Trust is not the Successor Entity, the Sponsor expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation replacement, conveyance, transfer or replacement lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical respect other than with respect to that the dilution of the Trust,Holders' interest in the new entity; (vi) such Successor Entity has a purpose identical to that of the Trust; (vii) prior to such merger, consolidation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect (including any Successor Securities) other than with respect to the dilution of the Holders' interest in the new entity; b. following such merger, consolidation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Guarantee; and (ix) such Successor Entity expressly assumes all of the obligations of the Trust Preferred Guarantee;with respect to the Trustees. (viiic) prior to such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Bank has received Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, merge with or into, or replace it, if in the opinion of a nationally recognized law firm independent tax counsel experienced in such matters to the effect that: (A) such consolidation, merger, consolidationreplacement, amalgamation conveyance, transfer or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of lease would cause the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Section 3.15(b) and (c). (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees and without the consent of the Holders, the Delaware Trustee or the Property Trustee, merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, a trust organized as such under the laws of any State; provided that: (i) such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Securities; or (B) substitutes for the Securities other securities having substantially the same terms as the Securities (the "Successor Securities" and the securities substituted for the Trust Preferred Securities, the "Substitute Trust Preferred Securities") so long as the Successor Securities rank the same as the Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise; (ii) the Sponsor expressly appoints a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the Holder of the Debentures; (iii) the Successor Trust Preferred Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or with another organization on which the Trust Preferred Securities are then listed or quoted; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Trust Preferred Securities (including any Successor Trust Preferred Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including any Successor Securities) in any material respect (other than with respect to any dilution of such Holders' interests in the new entity); (vi) such Successor Entity has a purpose substantially identical to that of the Trust; (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Sponsor has received an opinion of an independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including any Successor Securities) in any material; and (B) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of such Successor Entity and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Trust Preferred Securities Guarantee. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other entity or permit any other entity to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as replace it if such under the laws of any State of the United Statesconsolidation, or conveyamalgamation, merger, replacement, conveyance, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if would cause the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as or the Successor Trust Securities rank the same as the Trust Securities rank with respect Entity not to Capital Payments, distributions and rights upon liquidation, redemption or otherwise; (ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in this Section 3.15(b2.14(b) and (c) hereof.and except in connection with the liquidation of the Trust and the distribution of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I. (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses substantially the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (iv) the Institutional Trustee receives written confirmation from Xxxxx'x Investor Services, Inc. and any other nationally recognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.14(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.14(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and. ARTICLE III

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions and rights upon liquidation, redemption or otherwise; (ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (viii) such merger, consolidation, amalgamation or replacement does not otherwise result in a Trust Special Redemption Event and/or Company Special Redemption Event. (c) Notwithstanding Section 3.15(b) hereof, the Trust shall not, except with the consent of Holders of 100% of the outstanding Trust Preferred Securities (excluding Trust Preferred Securities held by the Bank and its Affiliates), consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity not to be classified as a grantor trust for United States federal income tax purposes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Capital Securities or any successor Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect; b. following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee; (viii) prior to Securities Guarantee and such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment Successor Entity expressly assumes all of the Holders obligations of the Trust Preferred Securities (including with respect to the Successor Trust Securities) in any material respect;Trustees. (Bc) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Trust (shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section Sections 3.15(b) and (c) hereof). (b) The Trust may, with the consent of the Administrative Trustees (or, if there are more than two, a majority of the Regular Trustees Administrative Trustees) and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or other with another organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of such Holders' interests in the Preferred Securities as a result of such merger, consolidation, amalgamation or replacement); (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect;respect (other than with respect to any dilution of the Holders' interest in the new entity); and (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register as an Investment Company under the 1940 Investment Company Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (viii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Preferred Securities Guarantee. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 9.02. (b) The Trust may, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust SecuritiesHolders, the Property Control Party, the Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any corporation or other entitystate of the United States; provided, that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A1) expressly assumes all of the obligations of the Trust to under the Holders of the Preferred Trust Securities; or (B2) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the “"Successor Preferred Trust Securities”") so long as the Successor Preferred Trust Securities rank the same as the Preferred Trust Securities rank with respect to Capital Paymentsdistributions, distributions assets and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Successor Entity transfers to the Control Party, directly or indirectly, a control certificate (or similar instrument) relating to the Successor Entity; (iii) the Control Party expressly acknowledges a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as with respect to the holder of the Class B Preferred Partnership Securities; (iiiiv) if applicable, the Preferred Trust Securities or any Successor Preferred Trust Securities are listed, or any Successor Preferred Trust Securities will be listed upon notification of issuance, on any national securities exchange or other with another organization on which the Preferred Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (ivv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Trust Securities (including any Successor Preferred Trust Securities) to be downgraded by any nationally recognized statistical securities rating organization; (vi) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Preferred Trust Securities) in any material respect; (vvii) such the Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (viiviii) TXU Europe, or a successor permitted by the Guarantor Preferred Trust Securities Guarantee, guarantees the obligations of such the Successor Entity under the Successor Preferred Trust Securities at least to the same extent as provided under by the Preferred Trust Preferred Securities Guarantee;; and (viiiix) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease, the Bank Control Party has received an opinion of a nationally recognized law firm independent counsel to the Trust in the United States or the United Kingdom, as the case may be, experienced in such matters to the effect that: (A1) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease is lawful and may be properly undertaken by the Trust and will not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any holders of Successor Preferred Trust Securities) in any material respectrespect (other than with respect to any dilution of the Holders' interest in the entity); (B2) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust nor such the Successor Entity shall will be required to register as an Investment Company under the 1940 Act; (C3) following such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease the Trust (or such the Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; (4) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Partnership will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or as a company for United Kingdom corporation tax or income tax purposes; and (5) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust (or the Successor Entity) will not be classified as other than a transparent entity for United Kingdom corporation tax and income tax purposes. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust, the Successor Entity or the Partnership to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or as a company for United Kingdom corporation tax and income tax purposes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) if the Company Trust is not the successor Entity, the Sponsor expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; other than with respect to any dilution of the Holders' interest in the new entity; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including the any Successor Trust Securities) in any material respect; other than with respect to any dilution of the Holders' interest in the new entity; (B) following such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; and (Dix) following such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if, in the opinion of a nationally recognized tax counsel experienced in such matters, such consolidation, amalgamation, merger, consolidation, amalgamation or replacement, conveyance, transfer or lease would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) if the Company Trust is not the successor Entity, the Sponsor expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Trust Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect, other than with respect to any dilution of the Holders' interest in the new entity; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect, other than with respect to any dilution of the Holders' interest in the new entity; (B) following such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; and (Dix) following such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if, in the opinion of a nationally recognized tax counsel experienced in such matters, such consolidation, amalgamation, merger, consolidation, amalgamation or replacement, conveyance, transfer or lease would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in this Section 3.15(b2.14(b) and (c) hereof.and except in connection with the liquidation of the Trust and the distribution of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I. (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (iv) the Institutional Trustee receives written confirmation from Xxxxx'x Investor Services, Inc. or any other nationally recognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.14(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.14(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge or convert with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, any corporation or other entityPerson, except for the sole purpose of changing its domicile and as described set forth in Section 3.15(b3.14(b) and (c) hereof). (b) The Subject to Section 3.14(a), the Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Preferred Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge or convert with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") expressly assumes all of the obligations of the Trust under any agreement to which the Trust is a party and either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Preferred Securities”) "), so long as the Successor Trust Preferred Securities rank the same as the Trust Preferred Securities rank with respect to Capital Payments, distributions of Trust Property and rights payments upon liquidation, redemption or redemption, repayment and otherwise and substitutes for the Common Securities other securities having substantially the same terms as the Common Securities (the "Successor Common Securities", and together with the Successor Trust Preferred Securities, the "Successor Securities"), so long as the Successor Common Securities rank the same as the Common Securities rank with respect to distributions of Trust Property and payments upon liquidation, redemption, repayment and otherwise; (ii) the Company expressly acknowledges Successor Entity has a trustee of such Successor Entity possessing that possesses substantially the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesTrustee; (iii) if applicablethe Trust Preferred Securities or any Successor Securities will be listed, the Successor Trust Securities are listedquoted or included for trading, or any Successor Trust Securities will be listed listed, quoted or included for trading upon notification of issuanceissuance if applicable, on any national securities exchange or other organization with another system on which the Trust Preferred Securities are then listed listed, quoted or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesincluded for trading; (iv) such merger, conversion, consolidation, amalgamation or replacement does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Securities and any Successor Trust Preferred Common Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, conversion, consolidation, amalgamation or replacement, the Sponsor has received an opinion of a nationally recognized independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect; (B) following such merger, conversion, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and (C) following such merger, conversion, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor, directly or indirectly, owns all of the Successor Common Securities and guarantees the obligations of such Successor Entity under the Successor Trust Preferred Securities at least to the same extent as provided under by the Trust Preferred Guarantee;Securities Guarantees. (viiiix) prior to such merger, consolidation, amalgamation or replacement, the Bank Property Trustee has received an Officers' Certificate from the Sponsor and an opinion of a nationally recognized law firm experienced in such matters counsel, each to the effect that:that all conditions precedent to the transaction as set forth in this Agreement have been satisfied. (Ac) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.14(b), the Trust (shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge or convert with or into, or be replaced by any other Person or permit any other Person to consolidate, amalgamate, or merge with or into, or replace it if such consolidation, amalgamation, merger, conversion, or replacement would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, convert to, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofand except with respect to the distribution of all Debentures to Holders of Securities pursuant to Section 8.1(a)(iii). (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, convert to, consolidate, amalgamate, or be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, a trust organized as such under the laws of any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as with respect to the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities (excluding any securities substituted for any Common Securities) are listed, quoted or included for trading, or any Successor Trust Securities will be listed listed, quoted or included for trading, upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preferred Securities are then listed listed, quoted or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesincluded; (iv) such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Securities (including any Successor Securities) or the Debentures to be downgraded or placed under surveillance or review by any nationally recognized statistical rating organization that publishes a rating on the Preferred Securities or the Debentures; (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the holders of any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the Successor Entity); (vvi) such the Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, conversion, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the holders of any Successor Trust Securities) in any material respect;respect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the Successor Entity); and (B) following such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust nor such the Successor Entity shall Entity, if any, will be required to register as an Investment Company; and (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of the Successor Entity and guarantees the obligations of the Successor Entity under the 1940 Act;Successor Securities at least to the extent provided by the Preferred Securities Guarantee and the Common Securities Guarantee. (Cc) following Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in Liquidation Amount of the Securities, merge with or into, convert to, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to merge with or into, consolidate, amalgamate, or replace it if such merger, conversion, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease would cause the Trust (or such the Successor Entity) shall , if any, not to be classified as a grantor trust for U.S. federal United States Federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in Section 3.15(b) and (c) hereof). (b) The Trust may, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Preferred Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or other with another organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect cause the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in to be downgraded by any material respectnationally recognized statistical rating organization; (v) such Successor Entity has purposes substantially identical to that merger, consolidation, amalgamation or replacement does not alter or change the powers, preferences or special rights of the Trust,Securities (including any Successor Securities) so as to affect them adversly (other than with respect to any dilution of such Holders’ interests in the Preferred Securities as a result of such merger, consolidation, amalgamation or replacement); (vi) such Successor Entity will be classified as has a grantor trust for United States federal income tax purposespurpose identical to that of the Trust; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Depositor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect alter or change the rightspowers, preferences and privileges or tax treatment special rights of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) so as to affect them adversly (other than with respect to any dilution of the Holders’ interest in any material respectthe new entity); (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (viii) the Depositor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Preferred Securities Guarantee. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers. (a) The Trust may not merge with or into, consolidate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Section 3.15(b) and (c). (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees and without the consent of the Holders, the Delaware Trustee or the Property Trustee, merge with or into, consolidate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, a trust organized as such under the laws of any State; provided that: (i) such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Securities; or (B) substitutes for the Securities other securities having substantially the same terms as the Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise; (ii) the Sponsor expressly appoints a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the holder of the Debentures; (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or with another organization on which the Capital Securities are then listed or quoted, if any; (iv) if the Capital Securities (including any Successor Securities) are rated by any nationally recognized statistical rating organization prior to such transaction, such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities), or if the Debentures are so rated, the Debentures, to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of such Holders' interests in the new entity); (vi) such Successor Entity has a purpose substantially identical to that of the Trust; (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Sponsor has received an opinion of an independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interest in the new entity); and (B) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of such Successor Entity and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Capital Securities Guarantee and the Common Securities Guarantee; and (ix) there shall have been furnished to the Property Trustee an Officer's Certificate and an Opinion of Counsel, each to the effect that all conditions precedent in this Declaration to such transaction have been satisfied. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as replace it if such under the laws of any State of the United Statesconsolidation, or conveyamalgamation, merger, replacement, conveyance, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if would cause the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as or the Successor Trust Securities rank the same as the Trust Securities rank with respect Entity not to Capital Payments, distributions and rights upon liquidation, redemption or otherwise; (ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in Section 3.15(b2.14(b) and (c) hereof.and except in connection with the liquidation of the Trust and the distribution of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I. Center Bancorp, Inc./Amended and Restated Declaration of Trust/Floating Rate (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (iv) the Institutional Trustee receives written confirmation from Xxxxx'x Investor Services, Inc. or any other nationally recognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; and; (Dvii) following the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and Center Bancorp, Inc./Amended and Restated Declaration of Trust/Floating Rate (ix) prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.14(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.14(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, convert into, consolidate or amalgamate with, be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to to, any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereof.of this Trust Agreement and Section 3 of Annex I. (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust SecuritiesHolders, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, convert into, consolidate or amalgamate with, be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, a trust organized as such under the laws of any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: : (A) expressly assumes all of the obligations of the Trust to under the Holders of the Securities and this Trust SecuritiesAgreement; or or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listedlisted or quoted, or any Successor Trust Securities will be listed or quoted upon notification of issuance, on any national securities exchange or other with another organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesif any; (iv) if the Preferred Securities (including any Successor Securities) are rated by any nationally recognized statistical rating organization prior to such transaction, such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Securities (including any Successor Securities), or if the Debentures are so rated, the Debentures, to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the holders of any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of such Holders' interests in the new entity); (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Sponsor has received an opinion of an independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and (C) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes;; and (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities of such Successor Entity and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Securities Guarantee and the Common Securities Guarantee;. (viiic) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Trust (shall not, except with the consent of Holders of 100% in Liquidation Amount of the Securities, consolidate, amalgamate or merge with or into, convert into, be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to consolidate, amalgamate or merge with or into or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the Successor Entity) shall Entity not to be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes or would cause the Holders of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) if the Company Trust is not the successor Entity, the Sponsor expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Trust Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; other than with respect to any dilution of the Holders' interest in the new entity; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; other than with respect to any dilution of the Holders' interest in the new entity; (B) following such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; and (Dix) following such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if, in the opinion of a nationally recognized tax counsel experienced in such matters, such consolidation, amalgamation, merger, consolidation, amalgamation or replacement, conveyance, transfer or lease would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in Section 3.15(b) and (c) hereof). (b) The Trust may, with the consent of the Regular Trustees or, if there are more than two, a majority of the Regular Trustees and without the consent of the Holders of the Trust SecuritiesHolders, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, PROVIDED that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Trust Debenture Issuer expressly acknowledges a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder Holder of the Class B Preferred SecuritiesTrust Debentures; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any the New York Stock Exchange, Inc. or such other national securities exchange or with The Nasdaq Stock Market or such other organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; respect (v) other than with respect to any dilution of such Holders' interests in the Successor Entity has purposes substantially identical to that as a result of the Trust,such merger, consolidation, amalgamation or replacement); (vi) such Successor Entity will be classified as has a grantor trust for United States federal income tax purposespurpose identical to that of the Trust; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect;respect (other than with respect to any dilution of the Holders' interest in the Successor Entity); and (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposesan Investment Company; and (Dviii) following the Sponsor guarantees the obligations of such mergerSuccessor Entity under the Successor Securities at least to the extent provided by the Capital Securities Guarantee. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation amalgamation, merger or replacement, replacement would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; andpurposes and any Holder of Securities not to be treated as owning an undivided beneficial interest in the Trust Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in this Section 3.15(b2.14(b) and (c) hereof.and except in connection with the liquidation of the Trust and the distribution of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I. (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses substantially the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (iv) the Institutional Trustee receives written confirmation from Xxxxx'x Investor Services, Inc. or any other nationally recognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.14(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.14(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in this Section 3.15(b2.14(b) and (c) hereof). (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “Successor Entity”"SUCCESSOR ENTITY") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”"SUCCESSOR SECURITIES") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of such Holders' interests in the Successor Entity as a result of such merger, consolidation, amalgamation or replacement); (iv) the Institutional Trustee receives written confirmation from Xxxxx'x Investor Services, Inc. or any other nationally recognized statistical rating organization that rates securities issued by the initial purchase of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the Holders' interest in the Successor Entity); (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.14(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.14(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityentity or person, except as described in Section 3.15(b) and (c) hereof). (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of Securities or the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, into or be replaced by a trust organized as such under the laws of any State state or the District of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityColumbia; provided, thatPROVIDED THAT: (i) if the Trust is not the survivorsurviving entity, such successor the entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Capital Securities or the Common Securities, as the case may be (the “"Successor Trust Securities”) so "), as long as the Successor Trust Securities rank rank, with respect to participation in the same profits and distributions or in the assets of the Successor Entity at least as high as the Trust Capital Securities or the Common Securities, as the case may be, rank with respect to Capital Payments, distributions participation in the profits and rights upon liquidation, redemption dividends or otherwisein the assets of the Trust; (ii) the Company Debenture Issuer expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preferred Capital Securities (including any Successor Securities) are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rightspowers, preferences and privileges or tax treatment other special rights of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel (reasonably acceptable to the Property Trustee) to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respectEntity will be treated as a grantor trust for United States federal income tax purposes; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust Sponsor nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacementreplacement will not adversely affect the rights, preferences and privileges of the Trust Holders of the Securities (or such including any Successor EntitySecurities) shall be classified as a grantor trust for U.S. federal income tax purposesin any material respect; and (Dviii) following the Sponsor provides a guarantee to the Holders of the Successor Securities with respect to the Successor Entity having substantially the same terms as the Capital Securities Guarantee. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Common Securities, merge with or into, consolidate, amalgamate, or be replaced by any other entity or permit any other entity to merge with or into, consolidate, amalgamate, or replace it, if such merger, consolidation, amalgamation or replacement, replacement would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityentity or person, except as described in Section 3.15(b) and (c) hereof.3.15 (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State or the District of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityColumbia; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such the successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so as long as the Successor Trust Securities rank rank, with respect to participation in the same profits and distributions or in the assets of the Successor Entity at least as high as the Trust Preferred Securities rank with respect to Capital Payments, distributions participation in the profits and rights upon liquidation, redemption dividends or otherwisein the assets of the Trust; (ii) the Company Debenture Issuer expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect cause the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation or replacement does not adversely affect the powers, preferences and other special rights of the Holders of the Preferred Securities (including any Successor Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel (reasonably acceptable to the Property Trustee) to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respectEntity will be treated as a grantor trust for United States Federal income tax purposes; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust Sponsor nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, replacement will not adversely affect the Trust limited liability of the Holders of the Securities (or such including any Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposesSecurities); and (Dviii) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified Sponsor provides a guarantee to the Holders of the Successor Securities with respect to the Successor Entity having substantially the same terms as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andthe Preferred Securities Guarantee. (c) Notwithstanding Section 3.15

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in Section 3.15(b) and (c) hereofor Section 9.2(a). (b) The Trust may, with the consent of the Regular Trustees or, if there are more than two, a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to the Holders of under the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank with respect to Capital PaymentsDistributions, distributions assets and rights payments upon liquidation, redemption or and otherwise; (ii) the Company expressly acknowledges a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder Holder of the Class B Partnership Preferred Securities; (iii) if applicable, the Trust Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or other with another organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not cause the Trust Preferred Securities (including any Successor Trust Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor Company guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee;Guarantees; and (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel (which may be counsel to the Sponsor) to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall will not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register as an Investment Company under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Partnership will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “Successor Entity”) either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect; b. following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters guarantee relating to the effect that: (A) Successor Securities and such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment Successor Entity expressly assumes all of the Holders obligations of the Trust Preferred Securities (including with respect to the Successor Trust Securities) in any material respect;Trustees. (Bc) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Trust (shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, convert into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofand except with respect to the distribution of all Debentures to Holders of Securities pursuant to Section 8.1(a)(iii). (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, convert into, consolidate, amalgamate, or be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, a trust organized as such under the laws of any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as with respect to the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities (excluding any securities substituted for any Common Securities) are listed, quoted or included for trading, or any Successor Trust Securities will be listed listed, quoted or included for trading, upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preferred Securities are then listed listed, quoted or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesincluded; (iv) such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Securities (including any Successor Securities) or the Debentures to be downgraded or placed under surveillance or review by any nationally recognized statistical rating organization that publishes a rating on the Preferred Securities or the Debentures; (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the holders of any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the Successor Entity); (vvi) such the Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, conversion, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the holders of any Successor Trust Securities) in any material respect;respect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the Successor Entity); and (B) following such merger, conversion, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust nor such the Successor Entity shall Entity, if any, will be required to register as an Investment Company; and (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of the Successor Entity and guarantees the obligations of the Successor Entity under the 1940 Act;Successor Securities at least to the extent provided by the Preferred Securities Guarantee and the Common Securities Guarantee. (Cc) following Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in Liquidation Amount of the Securities, merge with or into, convert into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to merge with or into, consolidate, amalgamate, or replace it if such merger, conversion, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease would cause the Trust (or such the Successor Entity) shall , if any, not to be classified as a grantor trust for U.S. federal United States Federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not merge with or into, consolidate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Section 3.15(b) and (c) of this Declaration or Sections 3 and 4 of Annex I. (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees and without the consent of the Holders, the Delaware Trustee or the Property Trustee, merge with or into, consolidate, amalgamate or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, a trust organized as such under the laws of any State; provided that: -------- ---- (i) such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Securities; or (B) substitutes for the Securities other securities having substantially the same terms as the Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise; (ii) the Sponsor expressly appoints a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee as the holder of the Debentures; (iii) the Preferred Securities or the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or with another organization on which the Preferred Securities are then listed or quoted, if any; (iv) if the Preferred Securities (including any Successor Securities) are rated by any nationally recognized statistical rating organization prior to such transaction, such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities), or if the Debentures are so rated, the Debentures, to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of such Holders' interests in the new entity); (vi) such Successor Entity has a purpose substantially identical to that of the Trust; (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Sponsor has received an opinion of an independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and (C) the Trust will continue to be, or the Successor Entity will be, classified as a grantor trust for United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of such Successor Entity and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Preferred Securities Guarantee and the Common Securities Guarantee; and (ix) there shall have been furnished to the Property Trustee an Officer's Certificate and an Opinion of Counsel, each to the effect that all conditions precedent in this Declaration to such transaction have been satisfied. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as replace it if such under the laws of any State of the United Statesconsolidation, or conveyamalgamation, merger, replacement, conveyance, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if would cause the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as or the Successor Trust Securities rank the same as the Trust Securities rank with respect Entity not to Capital Payments, distributions and rights upon liquidation, redemption or otherwise; (ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereof). (b) The Trust may, with the consent of the Regular Trustees or, if there are more than two, a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to the Holders of under the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank with respect to Capital PaymentsDistributions, distributions assets and rights payments upon liquidation, redemption or and otherwise; (ii) the Company expressly acknowledges a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder Holder of the Class B Partnership Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or other with another organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Trust Preferred Securities (including any Successor Trust Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes substantially a purpose identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor Company guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee;Guarantees; and (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease will not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust nor such the Successor Entity shall will be required to register as an Investment Company under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Partnership will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity or the Partnership to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in Section 3.15(b2.15(b) and (c) hereof.and except in connection with the liquidation of the Trust and the distribution of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I. (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses substantially the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (iv) the Institutional Trustee receives written confirmation from Xxxxx'x Investor Services, Inc. and any other nationally recognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.15(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in Section 3.15(b) and (c) hereof). (b) The Trust may, with the consent of the Regular Trustees or, if there are more than two, a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “"Successor Entity”") either: (A) a. expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) b. substitutes for the Trust Capital Securities other securities having substantially the same terms as the Trust Capital Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Capital Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Capital Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Capital Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including any Successor Trust Securities) in any material respect; (vvi) such Successor Entity has purposes substantially a purpose identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) a. such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Capital Securities (including the any Successor Trust Securities) in any material respect; (B) b. following such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) c. following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. federal United States Federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the Common Securities and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Capital Securities Guarantee; and (Dix) following such mergerSuccessor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation amalgamation, merger or replacement, replacement would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal Federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, except as described in Section 3.15(b) and (c) and except with respect to the distribution of Debentures to Holders pursuant to Section 8.1(a)(iii) of this Trust Agreement or Section 3 of Annex I. (b) The Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Administrative Trustees and without the consent of the Holders, the Delaware Trustee or the Property Trustee, merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, a trust organized as such under the laws of any State; provided that: -------- ---- (i) such successor entity (the "Successor Entity") either: (A) expressly assumes all of the obligations of the Trust under the Securities; or (B) substitutes for the Securities other securities having substantially the same terms as the Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Securities rank in priority with respect to Distributions and payments upon liquidation, redemption and otherwise; (ii) the Sponsor expressly appoints a trustee of the Successor Entity that possesses the same powers and duties as the Property Trustee with respect to the Debentures; (iii) the Successor Securities (excluding any securities substituted for the Common Securities) are listed, quoted or included for trading, or any Successor Securities will be listed, quoted or included for trading upon notification of issuance, on any national securities exchange or with any other organization on which the Capital Securities are then listed, quoted or included; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) or the Debentures to be downgraded by any nationally recognized statistical rating organization that publishes a rating on the Capital Securities or the Debentures; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the Successor Entity); (vi) the Successor Entity has a purpose substantially identical to that of the Trust; (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders (including the holders of any Successor Securities) in any material respect (other than with respect to any dilution of the interests of such Holders or holders, as the case may be, in the Successor Entity); (B) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and (C) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities of the Successor Entity and guarantees the obligations of the Successor Entity under the Successor Securities at least to the extent provided by the Securities Guarantees; and (ix) there shall have been furnished to the Property Trustee an Officers' Certificate and an Opinion of Counsel, each to the effect that all conditions precedent in this Trust Agreement to such transaction have been satisfied. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to, any other Person or permit any other Person to any corporation or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, consolidate, consolidate amalgamate, merge with or into, or be replaced by a trust organized as replace it if such under the laws of any State of the United Statesconsolidation, or conveyamalgamation, merger, replacement, conveyance, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) if would cause the Trust is not the survivor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “Successor Trust Securities”) so long as or the Successor Trust Securities rank the same as the Trust Securities rank with respect Entity not to Capital Payments, distributions and rights upon liquidation, redemption or otherwise; (ii) the Company expressly acknowledges a trustee of such Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank has received an opinion of a nationally recognized law firm experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in this Section 3.15(b2.14(b) and (c) hereof). (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses substantially the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of such Holders' interests in the Successor Entity as a result of such merger, consolidation, amalgamation or replacement); (iv) the Institutional Trustee receives written confirmation from Xxxxx'x Investor Services, Inc. or any other nationally recognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the Holders' interest in the Successor Entity); (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.14(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.14(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and. ARTICLE III

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereof.or Section 8.2. Exhibit (4)(s) (b) The Trust may, at the request of the Sponsor, and with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such the successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so as long as the Successor Trust Securities rank the same as the Trust Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not adversely affect cause the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement. conveyance, transfer or lease does not adversely affect the powers, preferences and other special rights of the Holders of the Preferred Securities (including any Successor Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respectEntity will be treated as a grantor trust for United States Federal income tax purposes; (B) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust Sponsor nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease will not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any Exhibit (4)(s) material respect (other than with respect to any dilution of the Holder's interests in the Successor Entity); and (viii) the Sponsor or any permitted successor or assignee owns all of the Common Securities and provides a guarantee to the Holders of the Successor Securities with respect to the Successor Entity having substantially the same terms as the Guarantee. (c) Notwithstanding Section 3.15(b), the Trust (shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any Person or permit any Person to consolidate, amalgamate, merge with or into or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal United States Federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, purposes and each Holder of the Company shall Securities not to be classified treated as owning an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andundivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “Successor Entity”) either: (A) a. expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) b. substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “Successor Trust Securities”) so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) if the Company Trust is not the successor Entity, the Sponsor expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesJunior Subordinated Notes; (iii) if applicable, the Trust Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect, other than with respect to any dilution of the Holders’ interest in the new entity; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease the Sponsor has received an opinion of independent counsel to the Trust experienced in such matters to the effect that: a. such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, other than with respect to any dilution of the Holders’ interest in the new entity; b. following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease neither the Trust nor the Successor Entity will be required to register as an Investment Company; and c. following such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Guarantee; and (ix) such Successor Entity expressly assumes all of the obligations of the Trust Preferred Guarantee;with respect to the Trustees. (viiic) prior to such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.15(b), the Bank has received Trust shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if in the opinion of a nationally recognized law firm tax counsel experienced in such matters to the effect that: (A) matters, such consolidation, amalgamation, merger, consolidationreplacement, amalgamation conveyance, transfer or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of lease would cause the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such Successor Entity) shall be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Junior Subordinated Notes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge or convert with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, any corporation or other entityPerson, except for the sole purpose of changing its domicile and as described set forth in Section 3.15(b3.14(b) and (c) hereof). (b) The Subject to Section 3.14(a), the Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust SecuritiesHolders, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge or convert with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") expressly assumes all of the obligations of the Trust under any agreement to which the Trust is a party and either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Preferred Securities”) "), so long as the Successor Trust Preferred Securities rank the same as the Trust Preferred Securities rank with respect to Capital Payments, distributions of Trust Property and rights payments upon liquidation, redemption or redemption, repayment and otherwise and substitutes for the Common Securities other securities having substantially the same terms as the Common Securities (the "Successor Common Securities"), so long as the Successor Common Securities rank the same as the Common Securities rank with respect to distributions of Trust Property and payments upon liquidation, redemption, repayment and otherwise; (ii) the Company expressly acknowledges Successor Entity has a trustee of such Successor Entity possessing that possesses substantially the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesTrustee; (iii) if applicablethe Trust Preferred Securities or any Successor Securities will be listed, the Successor Trust Securities are listedquoted or included for trading, or any Successor Trust Securities will be listed listed, quoted or included for trading upon notification of issuanceissuance if applicable, on any national securities exchange or other organization with another system on which the Trust Preferred Securities are then listed listed, quoted or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesincluded for trading; (iv) such merger, conversion, consolidation, amalgamation or replacement does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Securities and any Successor Trust Preferred Common Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; ; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, conversion, consolidation, amalgamation or replacement, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, conversion, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, conversion, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and;

Mergers. (a) The Trust may not consolidate, amalgamate, merge or convert with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to to, any corporation or other entityPerson, except for the sole purpose of changing its domicile and as described set forth in Section 3.15(b3.14(b) and (c) hereof). (b) The Subject to Section 3.14(a), the Trust may, at the request of the Sponsor, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust SecuritiesHolders, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge or convert with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") expressly assumes all of the obligations of the Trust under any agreement to which the Trust is a party and either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Preferred Securities”) "), so long as the Successor Trust Preferred Securities rank the same as the Trust Preferred Securities rank with respect to Capital Payments, distributions of Trust Property and rights payments upon liquidation, redemption or redemption, repayment and otherwise and substitutes for the Common Securities other securities having substantially the same terms as the Common Securities (the "Successor Common Securities"), so long as the Successor Common Securities rank the same as the Common Securities rank with respect to distributions of Trust Property and payments upon liquidation, redemption, repayment and otherwise; (ii) the Company expressly acknowledges Successor Entity has a trustee of such Successor Entity possessing that possesses substantially the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesTrustee; (iii) if applicablethe Trust Preferred Securities or any Successor Securities will be listed, the Successor Trust Securities are listedquoted or included for trading, or any Successor Trust Securities will be listed listed, quoted or included for trading upon notification of issuanceissuance if applicable, on any national securities exchange or other organization with another system on which the Trust Preferred Securities are then listed listed, quoted or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securitiesincluded for trading; (iv) such merger, conversion, consolidation, amalgamation or replacement does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Securities and any Successor Trust Preferred Common Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vivii) prior to such merger, conversion, consolidation, amalgamation or replacement, the Sponsor has received an opinion of a nationally recognized independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, conversion, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect; (B) following such merger, conversion, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and (C) following such merger, conversion, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes; (viiviii) the Guarantor Sponsor, directly or indirectly, owns all of the Successor Common Securities and guarantees the obligations of such Successor Entity under the Successor Trust Preferred Securities at least to the same extent as provided under by the Trust Preferred Guarantee;Securities Guarantees. (viiiix) prior to such merger, consolidation, amalgamation or replacement, the Bank Property Trustee has received an Officers' Certificate from the Sponsor and an opinion of a nationally recognized law firm experienced in such matters counsel, each to the effect that:that all conditions precedent to the transaction as set forth in this Agreement have been satisfied. (Ac) such merger, consolidation, amalgamation or replacement shall not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall be required to register under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacementNotwithstanding Section 3.14(b), the Trust (shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge or convert with or into, or be replaced by any other Person or permit any other Person to consolidate, amalgamate, or merge with or into, or replace it if such consolidation, amalgamation, merger, conversion, or replacement would cause the Trust or Successor Entity) shall Entity to be classified as other than a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and.

Mergers. (a) The Trust may Partnership shall not consolidate, amalgamate, convert into, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation corporation, limited liability company, limited partnership, trust (including a business trust) or other entity, except as described in Section 3.15(b) and (c) hereof. (b) The Trust may, with the consent prior approval of the Preferred Partners holding not less than a majority of the Regular Trustees and aggregate stated liquidation preference of such outstanding Preferred Partner Interests or as described below or under Article XII. The General Partner may, without the consent of the Holders holders of the Trust Preferred Securities, cause the Property Trustee or the Delaware Trustee, Partnership to consolidate, amalgamate, convert into, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation to, a corporation, a limited liability company, a limited partnership or a trust (including a business trust) or other entity; providedentity organized as such under the laws of the United States or any state thereof or the District of Columbia (a "Successor Entity"), that: provided that (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: Entity either (A) expressly assumes all of the terms and provisions of the Preferred Partner Interests by which the Partnership is bound and the other obligations of the Trust to the Holders of the Trust Securities; or Partnership or (B) substitutes for the Trust Securities Preferred Partner Interests other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank rank, with regard to participation in the same profits or assets of the Successor Entity, at least as high as the Trust Securities rank Preferred Partner Interests rank, with respect regard to Capital Paymentsparticipation in the profits or assets of the Partnership, distributions and rights upon liquidation, redemption or otherwise; (ii) Met-Ed confirms its obligations under the Company expressly acknowledges a trustee of such Guarantee with regard to the Preferred Partner Interests or Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; , if any are issued, (iii) if applicable, the Preferred Partner Interests or the Successor Trust Securities are listedwill not be delisted from, or any Successor Trust Securities will be listed upon notification of issuanceissuance on, on any national securities exchange or other organization on which the Trust Preferred Partner Interests or Successor Securities are then listed or quotedlisted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, conversion, replacement, conveyance, transfer or replacement lease does not cause the Preferred Partner Interests or Successor Securities to be downgraded by any "nationally recognized statistical rating 34 organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, (v) such consolidation, amalgamation, conversion, merger, replacement, conveyance, transfer or lease does not adversely affect in any material respect the rightspowers, preferences and privileges or tax treatment special rights of the Holders holders of the Trust Preferred Partner Interests or Successor Securities under the documents governing the Preferred Partner Interests or Successor Securities, including, without limitation, the voting rights provided for in Section 13.02(d) hereof (including other than with respect to any dilution of the holders of the Preferred Partner Interests or Successor Trust Securities) Securities in any material respect; the Successor Entity), (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; Partnership and (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, conversion, replacement, the Bank conveyance, transfer or lease Met-Ed has received an opinion of a nationally recognized law firm counsel (which may be regular counsel to the Partnership or an Affiliate, but not an employee thereof) experienced in such matters to the effect that: that (A) such holders of outstanding Preferred Partner Interests or Successor Securities will not recognize any gain or loss for Federal income tax proposes as a result of the merger, consolidation, amalgamation amalgamation, conversion, replacement, conveyance, transfer or replacement shall not adversely affect the rightslease, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall will be required to register under the 1940 Act; treated as either a partnership or a grantor trust for Federal income tax purposes, (C) following such merger, consolidation, amalgamation or amalgamation, conversion, replacement, the Trust (conveyance, transfer or lease, Met-Ed and such Successor Entity) shall Entity will be classified in compliance with the 1940 Act without registering thereunder as a grantor trust for U.S. federal income tax purposes; and an "investment company," and (D) following such merger, consolidation, amalgamation or amalgamation, conversion, replacement, conveyance, transfer or lease will not cause the Company shall not holders of Preferred Partner Interests or Successor Securities to be classified as an association generally liable for the debts, obligations or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andliabilities of the Partnership or the Successor Entity.

Mergers. (a) The Trust may not consolidate, convert, amalgamate, or merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to to, any corporation or other entitybody, except as described in Section 3.15(b) and (c) hereof). (b) The Trust may, with the consent of a majority of the Regular Trustees and without the consent of the Holders of the Trust SecuritiesHolders, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, or merge with or into, or be replaced by by, a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to the Holders of under the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Preferred Securities”") so long as the Successor Trust Preferred Securities rank the same as the Trust Preferred Securities rank with respect to Capital PaymentsDividends, distributions assets and rights payments upon liquidation, redemption or and otherwise; (ii) the Company expressly acknowledges a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the record holder of the Class B Preferred Company Securities; (iii) if applicable, the Trust Preferred Securities or any Successor Trust Preferred Securities are listed, or any Successor Trust Preferred Securities will be listed upon notification of issuance, on any national securities exchange or other with another organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not cause the Trust Preferred Securities (including any Successor Trust Preferred Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Preferred Securities) in any material respect; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under by the Trust Preferred Securities Guarantee;; and (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Guarantor has received an opinion of a nationally recognized law firm experienced in such matters (which may be counsel to the Guarantor) to the effect that: (A) such merger, consolidation, amalgamation or replacement shall will not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Preferred Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register as an Investment Company under the 1940 Act; (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will be classified as a grantor trust for U.S. United States federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall Company, if a Capital Funding LLC, will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the unanimous consent of the Holders of the Trust Preferred Securities, consolidate, amalgamate, or merge with or into, or be replaced by, any other entity or permit any other entity to consolidate, amalgamate, or merge with or into, or replace it, if such consolidation, amalgamation, merger or replacement would cause the Trust or such Successor Entity not to be classified as a grantor trust for United States federal income tax purposes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 9.02. (b) The Trust may, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust SecuritiesHolders, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, that: (i) : if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Preferred Trust Securities; or (B) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the “"Successor Preferred Trust Securities”") so long as the Successor Preferred Trust Securities rank the same as the Preferred Trust Securities rank with respect to Capital Paymentsdistributions, distributions assets and rights payments upon liquidation, redemption or and otherwise; (ii) ; the Company expressly acknowledges a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; (iii) if applicable, Holder; the Successor Preferred Trust Securities are listed, or any Successor Preferred Trust Securities will be listed upon notification of issuance, on any national securities exchange or other with another organization on which the Preferred Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) ; such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Trust Securities (including any Successor Preferred Trust Securities) to be downgraded by any nationally recognized statistical rating organization; such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Preferred Trust Securities) in any material respect; (v) ; such Successor Entity has purposes substantially a purpose identical to that of the Trust, (vi) such Successor Entity will be classified as ; TXU Europe, or a grantor trust for United States federal income tax purposes; (vii) successor permitted by the Guarantor Trust Guarantees, guarantees the obligations of such Successor Entity under the Successor Preferred Trust Securities at least to the same extent as provided under by the Trust Preferred Guarantee; (viii) Guarantees; and prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease, the Bank Control Party has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (AC) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease will not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Preferred Trust Securities) in any material respectrespect (other than with respect to any dilution of the Holders' interest in the new entity); (BD) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance,transfer or replacementlease, neither the Trust nor such the Successor Entity shall will be required to register as an Investment Company under the 1940 Act; (CE) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall be classified as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or as a company for United Kingdom corporate income tax purposes; and (F) following such merger, consolidation, amalgamation or replacement, the Partnership will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or as ____________________ for United Kingdom corporate income tax purposes. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity or the Partnership to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or as a company for United Kingdom corporate income tax purposes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in Section 3.15(b2.15(b) and (c) hereof.and except in connection with the liquidation of the Trust and the distribution of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I. (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either:: ---------------- (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank -------------------- the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses substantially the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (iv) the Institutional Trustee receives written confirmation from Moody's Investor Services, Inc. and any other nationally xxcognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.15(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityPerson, except as described in Section 3.15(b) and (c) hereofor Section 8.2. (b) The Trust may, at the request of the Sponsor and with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entityState; provided, that: (i) if the Trust is not the survivorsuccessor, such successor entity (the “Successor Entity”) either: (A) expressly assumes all of the obligations of the Trust with respect to the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “Successor Trust Securities”) ), as determined by the Sponsor, so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank in priority with respect to Capital Payments, distributions Distributions and rights payments upon liquidation, redemption or and otherwise; (ii) if the Company Trust is not the successor Entity, the Sponsor expressly acknowledges appoints a trustee of such Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Trust Preferred Securities or any Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any national securities exchange or with any other or organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Trust Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect, other than with respect to any dilution of the Holders’ interest in the new entity; (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement shall lease does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect, other than with respect to any dilution of the Holders’ interest in the new entity; (B) following such merger, consolidation, amalgamation or amalgamation, replacement, conveyance, transfer or lease neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a grantor trust for U.S. United States federal income tax purposes; (viii) the Sponsor or any permitted successor or assignee owns all of the common securities and guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; and (Dix) following such Successor Entity expressly assumes all of the obligations of the Trust with respect to the Trustees. (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if, in the opinion of a nationally recognized tax counsel experienced in such matters, such consolidation, amalgamation, merger, consolidation, amalgamation or replacement, conveyance, transfer or lease would cause the Company shall not Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; andpurposes and each Holder of the Securities not to be treated as owning an undivided interest in the Debentures.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety entirety, to any corporation or other entityentity or body, except as described in Section 3.15(b3.14(b) and (c) hereof). (b) The Trust may, with the consent of the Administrative Trustees or, if there are more than two, a majority of the Regular Administrative Trustees and without the consent of the Holders of the Trust Securities, the Property Delaware Trustee or the Delaware Property Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entity; provided, provided that: (i) if the Trust is not the survivor, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank the same as the Trust Preferred Securities rank with respect to Capital PaymentsDistributions, distributions assets and rights payments upon liquidation, redemption or and otherwise; (ii) the Company Debenture Issuer expressly acknowledges acknowl edges a trustee of such the Successor Entity possessing that possesses the same powers and duties as the Property Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicablesuch merger, the Successor Trust Securities are listedconsolidation, amalgamation or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which replacement does not cause the Trust Preferred Securities are then listed or quoted, and the (including any Successor Securities have at least the same Securities) to be downgraded by any nationally recognized statistical rating as the Trust Preferred Securitiesorganization; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor Sponsor guarantees the obligations of such Successor Entity under the Successor Trust Securities at least to the same extent as provided under by the Trust Preferred Securities Guarantee;; and (viiivii) prior to such merger, consolidation, amalgamation or replacement, the Bank Sponsor has received an opinion of a nationally recognized law firm independent counsel to the Trust reasonably acceptable to the Property Trustee experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall will not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respectrespect (other than with respect to any dilution of the Holders' interest in the new entity); (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will be classified treated as a grantor trust for U.S. federal income tax purposes; and (D) following such merger, consolidation, amalgamation or replacement, the Company shall not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; and. (c) Notwithstanding Section 3.14(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Trust Common Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitybody, except as described in Section 3.15(bSections 2.15(b) and (c) hereof.and except in connection with the liquidation of the Trust and the distribution of the Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 3 of Annex I. (b) The Trust may, with the consent of a majority of the Regular Trustees Institutional Trustee and without the consent of the Holders of the Trust Capital Securities, the Property Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United States, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other entitystate; provided, provided that: (i) if the Trust is not the survivorsurviving entity, such successor entity (the “"Successor Entity”") either: (A) expressly assumes all of the obligations of the Trust to under the Holders of the Trust Securities; or (B) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as that the Successor Trust Securities rank the same as the Trust Securities rank with respect to Capital Payments, distributions Distributions and rights payments upon liquidationLiquidation, redemption or and otherwise; (ii) the Company Sponsor expressly acknowledges appoints a trustee of such the Successor Entity possessing that possesses substantially the same powers and duties as the Property Institutional Trustee as the holder Holder of the Class B Preferred SecuritiesDebentures; (iii) if applicable, the Successor Trust Securities are listed, or any Successor Trust Securities will be listed upon notification of issuance, on any securities exchange or other organization on which the Trust Preferred Securities are then listed or quoted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including any Successor Trust Securities) in any material respect; (iv) the Institutional Trustee receives written confirmation from a nationally recognized statistical rating organization that rates securities issued by the initial purchaser of the Capital Securities that it will not reduce or withdraw the rating of any such securities because of such merger, conversion, consolidation, amalgamation or replacement; (v) such Successor Entity has purposes a purpose substantially identical to that of the Trust,; (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or replacement, the Bank Trust has received an opinion of a nationally recognized law firm independent counsel to the Trust experienced in such matters to the effect that: (A) such merger, consolidation, amalgamation or replacement shall does not adversely affect the rights, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the any Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such the Successor Entity shall will be required to register under the 1940 Act;as an Investment Company; and (C) following such merger, consolidation, amalgamation or replacement, the Trust (or such the Successor Entity) shall will continue to be classified as a "grantor trust trust" for U.S. United States federal income tax purposes; (vii) the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Guarantee; (viii) the Sponsor owns 100% of the common securities of any Successor Entity; and (Dix) following prior to such merger, consolidation, amalgamation or replacement, the Company Institutional Trustee shall not have received an Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent under this Section 2.15(b) to such transaction have been satisfied. (c) Notwithstanding Section 2.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or Successor Entity to be classified as an association or other than a publicly traded partnership taxable as a corporation grantor trust for United States federal income tax purposes; and.

Mergers. (a) The Trust may Partnership shall not consolidate, ------- amalgamate, convert, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation corporation, limited liability company, limited partnership, trust (including a business trust) or other entity, except with the prior approval of the Preferred Partners holding not less than [a majority] of the aggregate stated liquidation preference of such outstanding Preferred Partner Interests or as described in Section 3.15(b) and (c) hereof. (b) below or under Article XII. The Trust General Partner may, with the consent of a majority of the Regular Trustees and without the consent of any Person, cause the Holders of the Trust Securities, the Property Trustee or the Delaware Trustee, Partnership to consolidate, amalgamate, convert, merge with or into, or be replaced by a trust organized as such under the laws of any State of the United Statesby, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation to, a corporation, a limited liability company, a limited partnership or a trust (including a business trust) or other entity; providedentity organized as such under the laws of the United States or any state thereof or the District of Columbia (a "Successor Entity"), that: provided that (i) if the Trust is not the survivor, such successor entity (the “Successor Entity”) either: Entity either (A) expressly assumes all of the terms and provisions of the Preferred Partner Interests by which the Partnership is bound and the other obligations of the Trust to the Holders of the Trust Securities; or Partnership or (B) substitutes for the Trust Securities Preferred Partner Interests other securities having substantially the same terms as the Trust Securities (the “"Successor Trust Securities”") so long as the Successor Trust Securities rank rank, with regard to participation in the same profits or assets of the Successor Entity, at least as high as the Trust Securities rank Preferred Partner Interests rank, with respect regard to Capital Paymentsparticipation in the profits or assets of the Partnership, distributions and rights upon liquidation, redemption or otherwise; (ii) Penelec confirms its obligations under the Company expressly acknowledges a trustee of such Guarantee with regard to the Preferred Partner Interests or Successor Entity possessing the same powers and duties as the Property Trustee as the holder of the Class B Preferred Securities; , if any are issued, (iii) if applicable, the Preferred Partner Interests or the Successor Trust Securities are listedwill not be delisted from, or any Successor Trust Securities will be listed upon notification of issuanceissuance on, on any national securities exchange or other organization on which the Trust Preferred Partner Interests or Successor Securities are then listed or quotedlisted, and the Successor Securities have at least the same rating as the Trust Preferred Securities; (iv) such merger, consolidation, amalgamation amalgamation, conversion, replacement, conveyance, transfer or replacement lease does not cause the Preferred Partner Interests or Successor Securities to be downgraded by any nationally recognized statistical rating organization, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, (v) such consolidation, amalgamation, conversion, merger, replacement, conveyance, transfer or lease does not adversely affect in any material respect the rightsmaterial powers, preferences and privileges or tax treatment special rights of the Holders holders of the Trust Preferred Partner Interests or Successor Securities under the documents governing the Preferred Partner Interests or Successor Securities, including, without limitation, the voting rights provided for in Section 13.02(d) hereof (including other than with respect to any dilution of the holders of the Preferred Partner Interests or Successor Trust Securities) Securities in any material respect; the Successor Entity), (vvi) such Successor Entity has purposes a purpose substantially identical to that of the Trust, (vi) such Successor Entity will be classified as a grantor trust for United States federal income tax purposes; Partnership and (vii) the Guarantor guarantees the obligations of such Successor Entity under the Successor Trust Securities to the same extent as provided under the Trust Preferred Guarantee; (viii) prior to such merger, consolidation, amalgamation or amalgamation, conversion, replacement, the Bank conveyance, transfer or lease Penelec has received an opinion of a nationally recognized law firm counsel (which may be regular counsel to the Partnership or an Affiliate, but not an employee thereof) experienced in such matters to the effect that: that (A) such holders of outstanding Preferred Partner Interests or Successor Securities will not recognize any gain or loss for Federal income tax proposes as a result of the merger, consolidation, amalgamation amalgamation, conversion, replacement, conveyance, transfer or replacement shall not adversely affect the rightslease, preferences and privileges or tax treatment of the Holders of the Trust Preferred Securities (including the Successor Trust Securities) in any material respect; (B) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such Successor Entity shall will be required to register under the 1940 Act; treated as either a partnership or a grantor trust for Federal income tax purposes, (C) following such merger, consolidation, amalgamation or amalgamation, conversion, replacement, the Trust (conveyance, transfer or lease, Penelec and such Successor Entity) shall Entity will be classified in compliance with the 1940 Act without registering thereunder as a grantor trust for U.S. federal income tax purposes; and an "investment company," and (D) following such merger, consolidation, amalgamation or amalgamation, conversion, replacement, conveyance, transfer or lease will not cause the Company shall not holders of Preferred Partner Interests or Successor Securities to be classified as an association generally liable for the debts, obligations or a publicly traded partnership taxable as a corporation for United States federal income tax purposes; andliabilities of the Partnership or the Successor Entity.