Common use of Notice and Voting Clause in Contracts

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the shall exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage prepaid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes. (c) The Holders of Corporate Units and the Holders of Treasury Units, in their capacity as such Holders, shall have no voting or other rights in respect of the Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Preferred Securities underlying their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Income PRIDES on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Income PRIDES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Senior Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Senior Notes underlying Pledged Applicable Ownership Interests in Debentures but only Senior Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, including either notice of any meeting at which holders of the Senior Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Senior Notes, the Collateral Agent shall use reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Senior Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Senior Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Senior Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Senior Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting Senior Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. (c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Notes underlying Pledged Applicable Ownership Interests in Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes. (c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the The Purchase Contract Agent will be is entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Debt Securities, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesDebt Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice notice: (a1) containing such information as is contained in the notice or solicitation, ; (b2) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Debt Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Debt Securities relating to their Corporate Units and Units; and (c3) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six calendar days prior to such meeting or by the expiration date of any such solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number principal amount of Debentures underlying the Applicable Ownership Interests in Debentures Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of Debt Securities relating such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesDebt Securities.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the The Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, at the Company's expense, to the Holders of Corporate Normal Units a notice prepared by the Company (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Pledged Notes underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders any Holder of Corporate Normal Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requestsrequest, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Normal Unit, the Purchase Contract Agent shall abstain from voting the Debentures Pledged Note underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsNormal Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Normal Units to timely instruct the Purchase Contract Agent in writing in order to enable the Purchase Contract Agent to vote such DebenturesPledged Notes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the The Purchase Contract Agent will be is entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units PIES a notice notice: (a1) containing such information as is contained in the notice or solicitation, ; (b2) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes relating to their Corporate Units and PIES; and (c3) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units PIES on such record datedate received by the Purchase Contract Agent at least six calendar days prior to such meeting or by the expiration date of any such solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number principal amount of Debentures underlying the Applicable Ownership Interests in Debentures Senior Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate UnitsPIES, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of Senior Notes relating such Holder’s Corporate UnitsPIES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units PIES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures [Preferred Securities or] Notes, but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures [Preferred Securities or] Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures[Preferred Securities or] Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate SPC Units a notice notice: (a1) containing such information as is contained in the notice or solicitation, ; (b2) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures [Preferred Securities or] Notes[, as the case may be,] entitled to votevote or consent) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting or consensual rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and [Preferred Securities or] Notes underlying their SPC Units; and (c3) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate SPC Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or consent or cause to be votedvoted or consented, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying [Preferred Securities or] Notes[, as the Applicable Ownership Interests in Debentures case may be,] as to which any particular voting or consent instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa SPC Unit, the Purchase Contract Agent shall abstain from voting or consenting the Debentures [Preferred Securities or] Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsSPC Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate SPC Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote or consent such Debentures[Preferred Securities or] Notes [and the Trust shall covenant to this effect in the Trust Agreement.]

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged [Subordinated] Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or [Subordinated] Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or [Subordinated] Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Stock Purchase Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or [Subordinated] Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Securities or [Subordinated] Notes underlying their Stock Purchase Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Stock Purchase Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or [Subordinated] Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Stock Purchase Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or [Subordinated] Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsStock Purchase Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Stock Purchase Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or [Subordinated] Notes and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate SPC Units a notice notice: (a1) containing such information as is contained in the notice or solicitation, ; (b2) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes entitled to votevote or consent) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting or consensual rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Notes underlying their SPC Units; and (c3) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate SPC Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or consent or cause to be votedvoted or consented, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Notes as to which any particular voting or consent instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa SPC Unit, the Purchase Contract Agent shall abstain from voting or consenting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsSPC Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate SPC Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote or consent such DebenturesNotes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Senior Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Common Stock or Preferred Stock, as applicable.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract The Unit Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Preferred Securities, Debentures (as applicable) and Warrants, as the case may be, but only to the extent instructed in writing by the Holders as described below. below and in Article V. Upon receipt of written notice of any meeting at which holders of Preferred Securities, Debentures or Warrants are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, Debentures or Warrants, the Purchase Contract Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Unit Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Preferred Securities, Debentures or Warrants, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Unit Agent in writing as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Preferred Securities, Debentures constituting a part of such Holder’s Corporate Units or Warrants underlying their Unit and (c) stating the manner in which such written instructions may be given. Upon the written request of the Holders of Corporate Units on as of such record datedate received by the Unit Agent at least six days prior to such meeting, the Purchase Contract Unit Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Preferred Securities, Debentures underlying or Warrants, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Unit, the Purchase Contract Unit Agent shall abstain from voting the Preferred Securities, Debentures or Warrants underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, agrees to solicit Holders of Corporate Units to timely instruct the Purchase Contract Unit Agent in order to enable the Purchase Contract Unit Agent to vote such DebenturesPreferred Securities, Debentures or Warrants and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled shall have no responsibility to exercise the exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Debentures underlying Pledged Applicable Ownership Interests in Debentures but only or any part thereof. Upon receipt of any notices and other communications in respect of any Debentures underlying Pledged Applicable Ownership Interests in Debentures, including either notice of any meeting at which holders of the Debentures are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Debentures, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Debentures underlying Pledged Applicable Ownership Interests in Debentures as are timely prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Debentures underlying Pledged Applicable Ownership Interests in Debentures. (b) Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage prepaid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Debentures underlying the Applicable Ownership Interest Interests in Debentures constituting that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such Debentures. (c) The Holders of Corporate Units and the Holders of Treasury Units, in their capacity as such Holders, shall have no voting or other rights in respect of the Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract The Unit Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Preferred Securities, Debentures (as applicable) and Warrants, as the case may be, but only to the extent instructed in writing by the Holders as described below. below and in Article V. Upon receipt of written notice of any meeting at which holders of Preferred Securities, Debentures or Warrants are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, Debentures or Warrants, the Purchase Contract Unit Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Unit Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Preferred Securities, Debentures or Warrants, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Unit Agent in writing as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Preferred Securities, Debentures constituting a part of such Holder’s Corporate Units or Warrants underlying their Security and (c) stating the manner in which such written instructions may be given. Upon the written request of the Holders of Corporate Units on as of such record datedate received by the Unit Agent at least six days prior to such meeting, the Purchase Contract Unit Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Preferred Securities, Debentures underlying or Warrants, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Security, the Purchase Contract Unit Agent shall abstain from voting the Preferred Securities, Debentures or Warrants underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsSecurity. The Company hereby agrees, if applicable, agrees to solicit Holders of Corporate Units to timely instruct the Purchase Contract Unit Agent in order to enable the Purchase Contract Unit Agent to vote such DebenturesPreferred Securities, Debentures or Warrants and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Stock Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Trust Preferred Securities, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures any series of Trust Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debenturesany series of Trust Preferred Securities, the Stock Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Normal Common Equity Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Stock Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures the applicable series of Trust Preferred Securities, as the case may be, entitled to vote) shall be entitled to instruct the Stock Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Trust Preferred Securities underlying their Normal Common Equity Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Normal Common Equity Units on such record datedate received by the Stock Purchase Contract Agent at least six days prior to such meeting, the Stock Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Trust Preferred Securities, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Normal Common Equity Unit, the Stock Purchase Contract Agent shall abstain from voting the Debentures Trust Preferred Securities underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsNormal Common Equity Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Normal Common Equity Units to timely instruct the Stock Purchase Contract Agent in order to enable the Stock Purchase Contract Agent to vote such DebenturesTrust Preferred Securities. The Holders of Normal Common Equity Units and Stripped Common Equity Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Debentures but only Convertible Preferred Stock or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock (it being understood and agreed that the Purchase Contract Agent shall have no affirmative duty to determine whether in its judgment such action would impair or otherwise have a material adverse effect on the value of all or any of the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock); and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, including either notice of any meeting at which holders of the Convertible Preferred Stock are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Convertible Preferred Stock, the Collateral Agent shall send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock (in commercially reasonable form and substance) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock. (b) Upon receipt of notice of any meeting at which holders of Debentures Convertible Preferred Stock are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesConvertible Preferred Stock, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures shares of Convertible Preferred Stock entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Convertible Preferred Stock underlying Applicable Ownership Interest Interests in Debentures constituting Convertible Preferred Stock that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum aggregate number of Debentures underlying the Applicable Ownership Interests in Debentures shares of Convertible Preferred Stock as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Debentures Convertible Preferred Stock underlying the Applicable Ownership Interests in Debentures constituting Convertible Preferred Stock that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such DebenturesConvertible Preferred Stock. (c) The Holders of Corporate Units, the Holders of Cash Settled Units and the Holders of Treasury Units shall, in their capacity as Holders, have no voting rights, rights to dividends or other distributions or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such HolderXxxxxx’s Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Debt Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesDebt Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Debt Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Debt Securities underlying their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Income PRIDES on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures Debt Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Income PRIDES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesDebt Securities.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Debt Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesDebt Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Type A Securities a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Debt Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Debt Securities underlying their Type A Securities and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Type A Securities on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Type A Securities, the Purchase Contract Agent shall abstain from voting the Debentures Debt Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsType A Securities. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Type A Securities to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesDebt Securities.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the shall exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes. (c) The Holders of Corporate Units and the Holders of Treasury Units, in their capacity as such Holders, shall have no voting or other rights in respect of the Common Stock.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Subordinated Notes underlying Pledged Applicable Ownership Interests in Debentures but only Subordinated Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes, including either notice of any meeting at which holders of the Subordinated Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Subordinated Notes, the Collateral Agent shall use reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Subordinated Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSubordinated Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Subordinated Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Subordinated Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Subordinated Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Subordinated Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Subordinated Notes underlying the Applicable Ownership Interests in Debentures constituting Subordinated Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesSubordinated Notes. (c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes represented by their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Senior Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of Senior Notes represented by such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units Income PACS a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Notes underlying their Income PACS; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Income PACS on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PACS, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PACS. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Income PACS to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Debt Securities but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesDebt Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Debt Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures Debt Securities constituting a part of such Holder’s 's Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures Debt Security constituting a part of such Holder’s 's Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesDebt Securities.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Senior Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the shall exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Debentures but only Mandatory Convertible Preferred Stock or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock, including either notice of any meeting at which holders of the Mandatory Convertible Preferred Stock are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Mandatory Convertible Preferred Stock, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent acting as attorney-in-fact for the Holders, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock (in commercially reasonable form and substance) as are prepared by the Holders as described below. Company and delivered to the Collateral Agent for delivery to the Purchase Contract Agent with respect to the Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock. (b) Upon receipt of notice of any meeting at which holders of Debentures Mandatory Convertible Preferred Stock are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesMandatory Convertible Preferred Stock, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures shares of Mandatory Convertible Preferred Stock entitled to vote) shall be entitled to instruct the Purchase Contract Agent in writing as to the exercise of the voting rights pertaining to the Mandatory Convertible Preferred Stock underlying Applicable Ownership Interest Interests in Debentures constituting Mandatory Convertible Preferred Stock that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate (which must be received by the Purchase Contract Agent at least six days prior to such meeting) or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum aggregate number of Debentures underlying the Applicable Ownership Interests in Debentures shares of Mandatory Convertible Preferred Stock as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Debentures Mandatory Convertible Preferred Stock underlying the Applicable Ownership Interests in Debentures constituting Mandatory Convertible Preferred Stock that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in writing as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such DebenturesMandatory Convertible Preferred Stock as the attorney-in-fact for the Holders. Notwithstanding anything in this Agreement to the contrary, in the event that such Mandatory Convertible Preferred Stock are held by or through DTC or another Depositary, the exercise of a Holder’s right to vote shall occur in conformity with the Applicable Procedures and standing arrangements between DTC or such Depositary and the Company or the Purchase Contract Agent. (c) The Holders of Corporate Units, the Holders of Cash Settled Units and the Holders of Treasury Units shall, in their capacity as Holders, have no voting rights, rights to dividends or other distributions or other rights in respect of Common Stock. (d) Notwithstanding anything herein to the contrary, with respect to any Global Certificate held through DTC (or a nominee thereof), each Person holding a beneficial interest in such Global Certificate may be considered to be a “Holder” of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests Mandatory Convertible Preferred Stock for purposes of voting on the matters relating thereto (for example, such Person holding a beneficial interest in such Global Certificate may consent to any waiver or amendment directly without requiring the participation of DTC or its nominee); it being understood that if such Person holding a beneficial interest in such Global Certificate is authorized pursuant to an official DTC proxy, or if the Purchase Contract Agent receives evidence satisfactory to the Purchase Contract Agent (in its sole discretion) that (a) such Person holds the beneficial interests in such Global Certificate that it purports to vote (such evidence of ownership may include a securities position or participant list or other information obtained from DTC) and (b) such beneficial interest in such Global Certificate shall remain so owned for purposes of such vote, then the Purchase Contract Agent may recognize such Person for purposes of voting. (e) In connection with any vote of the Holders as required under the terms hereof, the Purchase Contract Agent may at the expense of the Company appoint an independent third party solicitation agent (the “Solicitation Agent”) to conduct any solicitation of consents as required under the terms hereof. The Solicitation Agent shall report the results of any such solicitation taken under the terms hereof to the Purchase Contract Agent to enable the Purchase Contract Agent to exercise the voting rights of such Holders as the attorney-in-fact for such Holders. In the absence of gross negligence or willful misconduct by the Purchase Contract Agent, the Purchase Contract Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon the results provided to it by such Solicitation Agent.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Debt Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesDebt Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Type A Securities a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Debt Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Debt Securities underlying their Type A Securities and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Type A Securities on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Type A Securities, the Purchase Contract Agent shall abstain from voting the Debentures Debt Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsType A Securities. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Type A Securities to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesDebt Securities and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Deferrable Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Deferrable Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Deferrable Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate PEPS Units a notice notice: (a1) containing such information as is contained in the notice or solicitation, ; (b2) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Deferrable Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Senior Deferrable Notes underlying their PEPS Units; and (c3) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Senior Deferrable Notes, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa PEPS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Senior Deferrable Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Deferrable Notes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate New PEPS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Notes underlying their New PEPS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate New PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa New PEPS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsNew PEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate New PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract The Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Preferred Securities, Debentures and Warrants, as the case may be, but only to the extent instructed in writing by the Holders as described below. below and in Article V. Upon receipt of notice of any meeting at which holders of Preferred Securities, Debentures or Warrants are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, Debentures or Warrants, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Securities a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Preferred Securities, Debentures or Warrants, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Preferred Securities, Debentures constituting a part of such Holder’s Corporate Units or Warrants underlying their Security and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Securities on such record datedate received by the Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Preferred Securities, Debentures underlying or Warrants, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Security, the Purchase Contract Agent shall abstain from voting the Preferred Securities, Debentures or Warrants underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsSecurity. The Company KeySpan hereby agrees, if applicable, agrees to solicit Holders of Corporate Units Securities to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities, Debentures or Warrants and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Preferred Securities underlying their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Income PRIDES on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Income PRIDES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities and the Trust shall covenant to such effect in the Trust Agreement.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract The Agent will shall be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Preferred Securities, Debentures and Warrants, as the case may be, but only to the extent instructed in writing by the Holders as described below. below and in Article V. Upon receipt of notice of any meeting at which holders of Preferred Securities, Debentures or Warrants are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, Debentures or Warrants, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Securities a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Preferred Securities, Debentures or Warrants, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Preferred Securities, Debentures constituting a part of such Holder’s Corporate Units or Warrants underlying their Security and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Securities on such record datedate received by the Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Preferred Securities, Debentures underlying or Warrants, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Security, the Purchase Contract Agent shall abstain from voting the Preferred Securities, Debentures or Warrants underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsSecurity. The Company IndyMac Bancorp hereby agrees, if applicable, agrees to solicit Holders of Corporate Units Securities to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities, Debentures or Warrants and the Trust shall covenant to such effect in the Trust Agreement.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Debentures, as the case may be, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Preferred Securities or Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Preferred Securities or Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units PIES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Debentures, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Preferred Securities or Debentures constituting a part of such Holder’s underlying their Corporate Units PIES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units PIES on such record datedate received by the Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Debentures, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsPIES, the Purchase Contract Agent shall abstain from voting the Preferred Securities or Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPIES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units PIES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or Debentures and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Debentures underlying Pledged Applicable Ownership Interests in Debentures but only or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Debentures underlying Pledged Applicable Ownership Interests in Debentures; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Debentures underlying Pledged Applicable Ownership Interests in Debentures, including either notice of any meeting at which holders of the Debentures are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Debentures, the Collateral Agent shall use reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Debentures underlying Pledged Applicable Ownership Interests in Debentures (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Debentures underlying Pledged Applicable Ownership Interests in Debentures. (b) Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Debentures underlying the Applicable Ownership Interest Interests in Debentures constituting that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such Debentures. (c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s 's Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s 's Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the shall exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent acting as attorney-in-fact for the Holders, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes as are prepared by the Holders as described below. Company and delivered to the Collateral Agent for delivery to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage prepaid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate (which must be received by the Purchase Contract Agent at least six days prior to the applicable meeting), the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes as the attorney-in-fact for the Holders. Notwithstanding anything in this Agreement to the contrary, in the event that such Notes are held by or through DTC or another Depository, the exercise of a Holder’s right to vote shall occur in conformity with the Applicable Procedures and standing arrangements between DTC or such Depository and the Company or the Purchase Contract Agent. (c) The Holders of Corporate Units and the Holders of Treasury Units, in their capacity as such Holders, shall have no voting or other rights in respect of the Common Stock. (d) Notwithstanding anything herein to the contrary, with respect to any Global Certificate held through DTC (or a nominee thereof), each Person holding a beneficial interest in such Global Certificate may be considered to be a “Holder” of Notes underlying Pledged Applicable Ownership Interests in Notes for purposes of voting on the matters relating thereto (for example, such Person holding a beneficial interest in such Global Certificate may consent to any waiver or amendment directly without requiring the participation of DTC or its nominee); it being understood that if such Person holding a beneficial interest in such Global Certificate is authorized pursuant to an official DTC proxy, or if the Purchase Contract Agent receives evidence satisfactory to the Purchase Contract Agent (in its sole discretion) that (a) such Person holds the beneficial interests in such Global Certificate that it purports to vote (such evidence of ownership may include a securities position or participant list or other information obtained from DTC) and (b) such beneficial interest in such Global Certificate shall remain so owned for purposes of such vote, then the Purchase Contract Agent may recognize such Person for purposes of voting. (e) In connection with any vote of the Holders as required under the terms hereof, the Purchase Contract Agent may at the expense of the Company appoint an independent third party solicitation agent (the “Solicitation Agent”) to conduct any solicitation of consents as required under the terms hereof. The Solicitation Agent shall report the results of any such solicitation taken under the terms hereof to the Purchase Contract Agent to enable the Purchase Contract Agent to exercise the voting rights of such Holders as the attorney-in-fact for such Holders. In the absence of gross negligence or willful misconduct by the Purchase Contract Agent, the Purchase Contract Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon the results provided to it by such Solicitation Agent.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the (a) The Stock Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Trust Preferred Securities, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Trust Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesTrust Preferred Securities, the Stock Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units Normal MCAPS a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Stock Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Trust Preferred Securities, as the case may be, entitled to vote) shall be entitled to instruct the Stock Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Trust Preferred Securities underlying their Normal MCAPS; and (ciii) stating the manner in which such instructions may be given. . (b) Upon the written request of the Holders of Corporate Units Normal MCAPS on such record datedate received by the Stock Purchase Contract Agent at least six days prior to such meeting, the Stock Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth specified in such requests, the maximum number of Debentures underlying Trust Preferred Securities, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Normal MCAPS, the Stock Purchase Contract Agent shall abstain from voting the Debentures Trust Preferred Securities underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsNormal MCAPS. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Normal MCAPS to timely instruct the Stock Purchase Contract Agent in order to enable the Stock Purchase Contract Agent to vote such DebenturesTrust Preferred Securities. (c) The Holders of Normal MCAPS and Treasury MCAPS shall have no voting or other rights in respect of Depositary Shares or the Preferred Stock. (d) The Holders of Normal MCAPS have the right to (i) exercise or enforce all the rights of a holder of Trust Preferred Securities under Section 7.5 of the Declaration of Trust as if such Holders held the Trust Preferred Securities that form a part of their Normal MCAPS directly or (ii) direct the Stock Purchase Contract Agent to exercise or enforce its rights under Section 7.5 of the Declaration of Trust as the holder of such Trust Preferred Securities.

Notice and Voting. Under (a) Upon receipt of any notices and subject to the terms other communications in respect of any Pledged Senior Notes, including notice of any meeting at which holders of the Pledge Agreement and this AgreementSenior Notes are entitled to vote or solicitation of consents, waivers or proxies of holders of the Senior Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent will be entitled such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, execute and deliver to exercise the voting Purchase Contract Agent such proxies and any other consensual rights pertaining instruments in respect of such Pledged Senior Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Company and delivered to the Purchase Contract Agent with respect to the Pledged Applicable Ownership Interests in Debentures but only to the extent instructed by the Holders as described below. Senior Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate HiMEDS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes underlying their Corporate Units and HiMEDS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate HiMEDS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Senior Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsHiMEDS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsHiMEDS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate HiMEDS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. (c) The Holders of Corporate HiMEDS Units and Treasury HiMEDS Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Debentures, but only to the extent instructed in writing by the Holders or their appointees as described below. Upon receipt of notice of any meeting at which holders of any series of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of any series of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder or its appointee on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures the applicable series of Debentures, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Debentures constituting a part of such Holder’s underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be givenexercised. Upon the written request of the Holders or their appointees of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Debentures, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent and Treasury Units shall have no voting or other rights in order to enable the Purchase Contract Agent to vote such Debenturesrespect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Shares pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Shares are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Shares, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Shares entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Preferred Shares underlying their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Income PRIDES on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Shares as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Share underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Income PRIDES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Shares.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Normal Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Senior Notes, or any portion thereof, underlying the Applicable Ownership Interest Interests in Debentures constituting Senior Notes comprising a part of such Holder’s Corporate Units and their Normal Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Normal Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number principal amount of Debentures underlying the Applicable Ownership Interests in Debentures Senior Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Normal Unit, the Purchase Contract Agent shall abstain from voting the Debentures principal amount of the Senior Notes underlying the Applicable Ownership Interests in Debentures constituting Senior Notes comprising a part of such Holder’s Corporate UnitsNormal Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Normal Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. The Holders of Normal Units and Stripped Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, except as otherwise set forth in Section 6 of the Pledge Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests Preferred Securities or Pledged Subordinated Deferrable Notes. The rights of the Purchase Contract Agent set forth in Debentures but the previous sentence exist only to the extent the Purchase Contract Agent is instructed in writing by the Holders as described below. Upon Except with respect to the rights retained by the Collateral Agent described in Section 6 of the Pledge Agreement, upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or Subordinated Deferrable Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or Subordinated Deferrable Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate PEPS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Subordinated Deferrable Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Securities or Subordinated Deferrable Notes underlying their PEPS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Subordinated Deferrable Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa PEPS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or Subordinated Deferrable Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or Subordinated Deferrable Notes and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Ordinary Shares.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Notes underlying Pledged Applicable Ownership Interests in Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Notes underlying Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying the Applicable Ownership Interests in Debentures Notes as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such DebenturesNotes. (c) The Holders of Corporate Units, the Holders of Cash Settled Units and the Holders of Treasury Units shall, in their capacity as Holders, have no voting rights, rights to dividends or other distributions or other rights in respect of Common Stock or Convertible Preferred Stock.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b), the Purchase Contract Agent will be entitled shall have no responsibility to exercise the exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes as are timely prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail subject to Section 1.05, mail, first class, postage prepaid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes. (c) The Holders of Corporate Units and the Holders of Treasury Units, in their capacity as such Holders, shall have no voting or other rights in respect of the Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract The Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Preferred Securities, Debentures and Warrants, as the case may be, but only to the extent instructed in writing by the Holders as described below. below and in Article V. Upon receipt of notice of any meeting at which holders of Preferred Securities, Debentures or Warrants are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, Debentures or Warrants, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Securities a notice notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Preferred Securities, Debentures or Warrants, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Preferred Securities, Debentures constituting a part of such Holder’s Corporate Units or Warrants underlying their Security and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Securities on such record datedate received by the Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Preferred Securities, Debentures underlying or Warrants, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Security, the Purchase Contract Agent shall abstain from voting the Preferred Securities, Debentures or Warrants underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsSecurity. The Company Washington Mutual hereby agrees, if applicable, agrees to solicit Holders of Corporate Units Securities to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities, Debentures or Warrants and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Debt Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesDebt Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Debt Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Debt Securities underlying their Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Debt Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesDebt Securities.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Debenture, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Preferred Securities or Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Preferred Securities or Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate PEPS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Debentures, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Preferred Securities or Debentures constituting a part of such Holder’s Corporate Units underlying their PEPS Units; and (c3) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Debentures, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa PEPS Unit, the Purchase Contract Agent shall abstain from voting the Preferred Securities or Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or Debentures and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Debentures but only Convertible Preferred Stock or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock (it being understood and agreed that the Purchase Contract Agent shall have no affirmative duty to determine whether in its judgment such action would impair or otherwise have a material adverse effect on the value of all or any of the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock); and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock, including either notice of any meeting at which holders of the Convertible Preferred Stock are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Convertible Preferred Stock, the Collateral Agent shall send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock (in commercially reasonable form and substance) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock. (b) Upon receipt of notice of any meeting at which holders of Debentures Convertible Preferred Stock are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesConvertible Preferred Stock, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures shares of Convertible Preferred Stock entitled to vote) shall be entitled to instruct the Purchase Contract Agent in writing as to the exercise of the voting rights pertaining to the Convertible Preferred Stock underlying Applicable Ownership Interest Interests in Debentures constituting Convertible Preferred Stock that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum aggregate number of Debentures underlying the Applicable Ownership Interests in Debentures shares of Convertible Preferred Stock as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Debentures Convertible Preferred Stock underlying the Applicable Ownership Interests in Debentures constituting Convertible Preferred Stock that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in writing as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such DebenturesConvertible Preferred Stock. (c) The Holders of Corporate Units, the Holders of Cash Settled Units and the Holders of Treasury Units shall, in their capacity as Holders, have no voting rights, rights to dividends or other distributions or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Subordinated Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Subordinated Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSubordinated Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Subordinated Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Subordinated Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Subordinated Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Subordinated Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSubordinated Notes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Stock Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures STACKS, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures STACKS are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSTACKS, the Stock Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units Normal Common SPACES a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Stock Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures STACKS, as the case may be, entitled to vote) shall be entitled to instruct the Stock Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and STACKS underlying their Normal Common SPACES; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Normal Common SPACES on such record datedate received by the Stock Purchase Contract Agent at least six days prior to such meeting, the Stock Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying STACKS, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Normal Common SPACES, the Stock Purchase Contract Agent shall abstain from voting the Debentures STACKS underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsNormal Common SPACES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Normal Common SPACES to timely instruct the Stock Purchase Contract Agent in order to enable the Stock Purchase Contract Agent to vote such DebenturesSTACKS. The Holders of Normal Common SPACES and Stripped Common SPACES shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such HolderXxxxxx’s Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a DB1/ 148045032.3 part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Trust Preferred Securities but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Trust Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesTrust Preferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Trust Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Pledged Trust Preferred Securities underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Normal Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Pledged Trust Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Normal Unit, the Purchase Contract Agent shall abstain from voting the Debentures Pledged Trust Preferred Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsNormal Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Normal Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPledged Trust Preferred Securities.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the shall exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (a) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage prepaid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes. (b) The Holders of Corporate Units and the Holders of Treasury Units, in their capacity as such Holders, shall have no voting or other rights in respect of the Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Preferred Securities relating to their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of Preferred Security relating to such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or to cause such Preferred Securities to be voted, and the Trust shall covenant in the Declaration to take all action which may be deemed necessary by the Agent in order to enable the Agent to vote such Preferred Securities or to cause such Preferred Securities to be voted.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the shall exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent acting as attorney-in-fact for the Holders, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes as are prepared by the Holders as described below. Corporation and delivered to the Collateral Agent for delivery to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, first class, postage prepaid mail or electronic delivery, in each case, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Corporation for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate (which must be received by the Purchase Contract Agent at least six days prior to the applicable meeting), the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company Corporation hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes as the attorney-in-fact for the Holders. Notwithstanding anything in this Agreement to the contrary, in the event that such Notes are held by or through DTC or another Depository, the exercise of a Holder’s right to vote shall occur in conformity with the Applicable Procedures and standing arrangements between DTC or such Depository and the Corporation or the Purchase Contract Agent. (c) The Holders of Corporate Units and the Holders of Treasury Units, in their capacity as such Holders, shall have no voting or other rights in respect of the Common Shares. (d) Notwithstanding anything herein to the contrary, with respect to any Global Certificate held through DTC (or a nominee thereof), each Person holding a beneficial interest in such Global Certificate may be considered to be a “Holder” of Notes underlying Pledged Applicable Ownership Interests in Notes for purposes of voting on the matters relating thereto (for example, such Person holding a beneficial interest in such Global Certificate may consent to any waiver or amendment directly without requiring the participation of DTC or its nominee); it being understood that if such Person holding a beneficial interest in such Global Certificate is authorized pursuant to an official DTC proxy, or if the Purchase Contract Agent receives evidence satisfactory to the Purchase Contract Agent (in its sole discretion) that (a) such Person holds the beneficial interests in such Global Certificate that it purports to vote (such evidence of ownership may include a securities position or participant list or other information obtained from DTC) and (b) such beneficial interest in such Global Certificate shall remain so owned for purposes of such vote, then the Purchase Contract Agent may recognize such Person for purposes of voting. (e) In connection with any vote of the Holders as required under the terms hereof, the Purchase Contract Agent may at the expense of the Corporation appoint an independent third party solicitation agent (the “Solicitation Agent”) to conduct any solicitation of consents as required under the terms hereof. The Solicitation Agent shall report the results of any such solicitation taken under the terms hereof to the Purchase Contract Agent to enable the Purchase Contract Agent to exercise the voting rights of such Holders as the attorney-in-fact for such Holders. In the absence of gross negligence or willful misconduct by the Purchase Contract Agent, the Purchase Contract Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon the results provided to it by such Solicitation Agent.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the shall exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes. (c) The Holders of Corporate Units and the Holders of Treasury Units, in their capacity as such Holders, shall have no voting or other rights in respect of the Common Stock.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this Agreement‎Section 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the shall exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use commercially reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage prepaid, to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.notice:

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Senior Deferrable Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or Senior Deferrable Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or Senior Deferrable Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate PEPS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Senior Deferrable Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Securities or Senior Deferrable Notes underlying their PEPS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Senior Deferrable Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa PEPS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or Senior Deferrable Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or Senior Deferrable Notes and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests Convertible Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in Debentures but only the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Pledged Convertible Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Pledged Convertible Notes, including either notice of any meeting at which holders of the Convertible Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Convertible Notes, the Collateral Agent shall send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Pledged Convertible Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Pledged Convertible Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Convertible Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesConvertible Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Convertible Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting Convertible Notes that are a part component of such Holder’s Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of their Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.; and

Notice and Voting. (a) Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. . (b) Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Notes underlying Pledged Applicable Ownership Interests in Notes; and provided, further, that the Purchase Contract Agent shall give the Company and the Collateral Agent at least four Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Pledged Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes. (c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Shares.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures [SUBORDINATED] Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures [SUBORDINATED] Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures[SUBORDINATED] Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre- paid, to the Holders of Corporate Stock Purchase Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures [SUBORDINATED] Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and [SUBORDINATED] Notes underlying their Stock Purchase Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Stock Purchase Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying [SUBORDINATED] Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Stock Purchase Unit, the Purchase Contract Agent shall abstain from voting the Debentures [SUBORDINATED] Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsStock Purchase Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Stock Purchase Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures[SUBORDINATED] Notes.

Notice and Voting. Under and subject Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Senior Notes underlying Pledged Applicable Ownership Interests in Debentures but only Senior Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days' prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, including either notice of any meeting at which holders of the Senior Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Senior Notes, the Collateral Agent shall send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described belowCompany and delivered to the Purchase Contract Agent with respect to the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice (a) notice: containing such information as is contained in the notice or solicitation, (b) ; stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Senior Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Senior Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Senior Notes that are a part component of such Holder’s their Corporate Units Units; and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying the Applicable Ownership Interests in Debentures Senior Notes as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting Senior Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such DebenturesSenior Notes. The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Subordinated Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or Subordinated Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or Subordinated Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate PEPS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Subordinated Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Securities or Subordinated Notes underlying their PEPS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Subordinated Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa PEPS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or Subordinated Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.Preferred

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the DB1/ 116094647.1 absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the (a) The Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Senior Notes underlying the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. . (b) Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Senior Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. (c) The Holders of Corporate Units and Treasury Units, in such capacities, shall have no voting or other rights in respect of Common Stock or Series A Preferred Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Subordinated Deferrable Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or Subordinated Deferrable Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or Subordinated Deferrable Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre- paid, to the Holders of Corporate MEDS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Subordinated Deferrable Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Securities or Subordinated Deferrable Notes underlying their MEDS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate MEDS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Subordinated Deferrable Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa MEDS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or Subordinated Deferrable Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsMEDS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate MEDS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or Subordinated Deferrable Notes and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Pledged Preferred Securities underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Normal Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Pledged Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Normal Unit, the Purchase Contract Agent shall abstain from voting the Debentures Pledged Preferred Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsNormal Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Normal Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPledged Preferred Securities and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures [Subordinated] Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures [Subordinated] Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures[Subordinated] Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre- paid, to the Holders of Corporate Stock Purchase Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures [Subordinated] Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and [Subordinated] Notes underlying their Stock Purchase Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Stock Purchase Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying [Subordinated] Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Stock Purchase Unit, the Purchase Contract Agent shall abstain from voting the Debentures [Subordinated] Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsStock Purchase Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Stock Purchase Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures[Subordinated] Notes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Preferred Securities underlying their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or to cause such Preferred Securities to be voted, and the Trust shall covenant in the Declaration to take all action which may be deemed necessary by the Agent in order to enable the Agent to vote such Preferred Securities or to cause such Preferred Securities to be voted.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate SPC Units a notice notice: (a1) containing such information as is contained in the notice or solicitation, ; (b2) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Notes underlying their SPC Units; and (c3) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate SPC Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa SPC Unit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsSPC Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate SPC Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Stock Purchase Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Notes underlying their Stock Purchase Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Stock Purchase Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Stock Purchase Unit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsStock Purchase Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Stock Purchase Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Income PRIDES a notice (a) containing such information as is contained in the such notice of a meeting or such solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities entitled to votevote at such meeting or to act in respect to such solicitation) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting or other rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Preferred Securities relating to their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to act or to cause such action to be taken, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures underlying Preferred Security relating to such Income PRIDES or from taking or causing to be taken any action in respect thereof, as the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Unitscase may be. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.Preferred Securities or to cause such Preferred Securities to be voted, or to take or cause to be taken such action in respect of such Preferred Securities as may be the subject of any such solicitation, and the Trust shall covenant in the Declaration to take all reasonable actions which may be deemed necessary by the Agent in order to enable the Agent to vote such Preferred Securities or to cause such Preferred Securities to be voted. 39

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Senior Deferrable Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or Senior Deferrable Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or Senior Deferrable Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate PEPS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Senior Deferrable Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Securities or Senior Deferrable Notes underlying their PEPS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Senior Deferrable Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa PEPS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or Senior Deferrable Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or Senior Deferrable Notes and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. (a) Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Stock pledged with the Collateral Agent but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Stock are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Stock, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units Income PRIDES a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date Record Date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date Record Date for determining the holders of Debentures Preferred Stock entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Stock underlying their Income PRIDES; and (ciii) stating the manner in which such instructions may be given. . (b) Upon the written request of the Holders of Corporate Units Income PRIDES, on the Record Date referred to in Section 4.2(a)(ii) above, received by the Agent at least six days prior to such record datemeeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Stock as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Stock underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agreesREIT agrees that it will, if applicableunless an Automatic Exchange has occurred, to and the Bank agrees that it will, in the event that an Automatic Exchange has occurred, solicit Holders of Corporate Units Income PRIDES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Stock.

Notice and Voting. (a) Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. . (b) Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company Issuer hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Senior Deferrable Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or Senior Deferrable Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or Senior Deferrable Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate PEPS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Senior Deferrable Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Securities or Senior Deferrable Notes underlying their PEPS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.Preferred Securities or Senior

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Income Equity Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Notes underlying their Income Equity Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Income Equity Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income Equity Unit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome Equity Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Income Equity Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Income Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Preferred Securities underlying their Income Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Income Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Income Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Warrant Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Warrant Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Warrant Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Warrant Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes represented by their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Warrant Agent at least six days prior to such meeting, the Purchase Contract Warrant Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Senior Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Warrant Agent shall abstain from voting the Debentures underlying the Applicable Ownership Interests in Debentures constituting a part of Senior Notes represented by such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Warrant Agent in order to enable the Purchase Contract Warrant Agent to vote such DebenturesSenior Notes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the (a) The Purchase Contract Agent will be entitled to not exercise the any voting and any other consensual rights pertaining to the Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Debentures but only to the extent instructed by the Holders as described below. Convertible Preferred Stock or any part thereof except upon receipt of instructions therefor in accordance with Section 4.03(b). (b) Upon receipt of notice of any meeting at which holders of Debentures Convertible Preferred Stock are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesConvertible Preferred Stock, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures shares of Convertible Preferred Stock entitled to vote) shall be entitled to instruct the Purchase Contract Agent in writing as to the exercise of the voting rights pertaining to the Convertible Preferred Stock underlying Applicable Ownership Interest Interests in Debentures constituting Convertible Preferred Stock that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six Business Days prior to such meeting or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum aggregate number of Debentures underlying the Applicable Ownership Interests in Debentures shares of Convertible Preferred Stock as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Debentures Convertible Preferred Stock underlying the Applicable Ownership Interests in Debentures constituting Convertible Preferred Stock that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to use commercially reasonable efforts to timely instruct the Purchase Contract Agent in writing as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such DebenturesConvertible Preferred Stock. (c) The Holders of Corporate Units, the Holders of Cash Settled Units and the Holders of Treasury Units shall, in their capacity as Holders, have no voting rights, rights to dividends or other distributions or other rights in respect of Common Stock. The Person in whose name any share of the Common Stock is issuable upon settlement of any Purchase Contract shall be deemed to become the holder of record of such share as of the close of business on the date of such settlement.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Convertible Preferred Shares, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Convertible Preferred Shares are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesConvertible Preferred Shares, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Hybrid Capital Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Convertible Preferred Shares, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Convertible Preferred Shares underlying their Hybrid Capital Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Hybrid Capital Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Convertible Preferred Shares, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Hybrid Capital Unit, the Purchase Contract Agent shall abstain from voting the Debentures Convertible Preferred Shares underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsHybrid Capital Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Hybrid Capital Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesConvertible Preferred Shares. The Holders of Hybrid Capital Units and Treasury Units shall have no voting or other rights in respect of Ordinary Shares or in respect of general corporate matters.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Trust Preferred Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Trust Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesTrust Preferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Trust Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Trust Preferred Securities underlying their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Income PRIDES on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Trust Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures Trust Preferred Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Income PRIDES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesTrust Preferred Securities and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Trust Preferred Securities but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Trust Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesTrust Preferred Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Trust Preferred Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Pledged Trust Preferred Securities underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Normal Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Pledged Trust Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Normal Unit, the Purchase Contract Agent shall abstain from voting the Debentures Pledged Trust Preferred Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsNormal Unit. The Company TECO hereby agrees, if applicable, to solicit Holders of Corporate Normal Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPledged Trust Preferred Securities.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Debentures, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Type A Securities a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units underlying their Type A Securities and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Type A Securities on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate UnitsType A Securities, the Purchase Contract Agent shall abstain from voting the Debentures Debenture underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsType A Securities. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Type A Securities to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such Debentures.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Senior Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Senior Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Senior Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Senior Notes, as the Applicable Ownership Interests in Debentures case maybe, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesSenior Notes. The Holders of Corporate Units and Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Debt Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesDebt Securities, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Debt Securities entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Debt Securities underlying their Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units Income PRIDES on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsan Income PRIDES, the Purchase Contract Agent shall abstain from voting the Debentures Debt Security underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units Income PRIDES to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesDebt Securities and the Trust shall covenant to such effect in the Declaration.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Notes underlying Pledged Applicable Ownership Interests in Debentures but only Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Notes underlying Pledged Applicable Ownership Interests in Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least four Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Notes underlying Pledged Applicable Ownership Interests in Notes, including either notice of any meeting at which holders of the Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Notes, the Collateral Agent shall use reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Notes underlying Pledged Applicable Ownership Interests in Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to such Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying the Applicable Ownership Interests in Debentures Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Pledged Applicable Ownership Interests in Debentures constituting Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting rights in order to enable the Purchase Contract Agent to vote such DebenturesNotes. (c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Shares, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Shares are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Shares, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate PEPS Units a notice notice, prepared for such purpose by the Company: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Shares entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Shares underlying their PEPS Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying the Applicable Ownership Interests in Debentures Preferred Shares as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa PEPS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Shares underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Shares.

Notice and Voting. Under and subject (a) Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Senior Notes underlying Pledged Applicable Ownership Interests in Debentures but only Senior Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days’ prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, including either notice of any meeting at which holders of the Senior Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Senior Notes, the Collateral Agent shall use reasonable efforts to send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described below. Company and delivered to the Purchase Contract Agent with respect to the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes. (b) Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Senior Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Senior Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Senior Notes that are a part component of such Holder’s their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying Senior Notes (rounded down to the Applicable Ownership Interests in Debentures nearest integral multiple of $1,000) as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting Senior Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such DebenturesSenior Notes. (c) The Holders of Corporate Units and the Holders of Treasury Units shall have no voting or other rights in respect of Common Stock.

Notice and Voting. Under and subject Subject to the terms of the Pledge Agreement and this AgreementSection 4.03(b) hereof, the Purchase Contract Agent will be entitled to exercise the may exercise, or refrain from exercising, any and all voting and any other consensual rights pertaining to the Senior Notes underlying Pledged Applicable Ownership Interests in Debentures but only Senior Notes or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided that the Purchase Contract Agent shall not exercise or shall not refrain from exercising such right, as the case may be, if, in the judgment of the Purchase Contract Agent, such action would impair or otherwise have a material adverse effect on the value of all or any of the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes; and provided further that the Purchase Contract Agent shall give the Company and the Collateral Agent at least five Business Days' prior written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. Upon receipt of any notices and other communications in respect of any Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes, including either notice of any meeting at which holders of the Senior Notes are entitled to vote or the solicitation of consents, waivers or proxies of holders of the Senior Notes, the Collateral Agent shall send promptly to the extent instructed Purchase Contract Agent such notice or communication, and as soon as reasonably practicable after receipt of a written request therefor from the Purchase Contract Agent, to execute and deliver to the Purchase Contract Agent such proxies and other instruments in respect of such Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (in form and substance satisfactory to the Collateral Agent) as are prepared by the Holders as described belowCompany and delivered to the Purchase Contract Agent with respect to the Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes. Upon receipt of notice of any meeting at which holders of Debentures Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesSenior Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice (a) notice: containing such information as is contained in the notice or solicitation, (b) ; stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date set by the Company for determining the holders of Debentures Senior Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Senior Notes underlying the Applicable Ownership Interest Interests in Debentures constituting Senior Notes that are a part component of such Holder’s their Corporate Units Units; and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting or the expiration date of any consent solicitation, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be votedvoted or to consent with respect to, in accordance with the instructions set forth in such requests, the maximum number aggregate principal amount of Debentures underlying the Applicable Ownership Interests in Debentures Senior Notes as to which any particular voting or consenting instructions are received. In the absence of specific instructions from the Holder of Corporate Units, the Purchase Contract Agent shall abstain from voting or consenting with respect to the Debentures Senior Notes underlying the Applicable Ownership Interests in Debentures constituting Senior Notes that are a part component of such Holder’s Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent as to the exercise of such voting or consenting rights in order to enable the Purchase Contract Agent to vote or consent with respect to such DebenturesSenior Notes. The Holders of Corporate Units and the Holders of Treasury Units shall, in their capacity as Holders, have no voting rights, rights to dividends or other distributions or other rights in respect of Common Stock.

Notice and Voting. (a) Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged [Subordinated] Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or [Subordinated] Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or [Subordinated] Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Stock Purchase Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or [Subordinated] Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units and Preferred Securities or [Subordinated] Notes underlying their Stock Purchase Units; and (ciii) stating the manner in which such instructions may be given. . (b) Upon the written request of the Holders of Corporate Stock Purchase Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or [Subordinated] Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Stock Purchase Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or [Subordinated] Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsStock Purchase Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Stock Purchase Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or [Subordinated] Notes and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Senior Deferrable Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or Senior Deferrable Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or Senior Deferrable Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate PEPS Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Senior Deferrable Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Corporate Units Preferred Securities or Senior Deferrable Notes underlying their PEPS Units; and (c3) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate PEPS Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Senior Deferrable Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa PEPS Unit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or Senior Deferrable Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsPEPS Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate PEPS Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or Senior Deferrable Notes and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract The Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Units (and to the extent not separated into their component parts, the Preferred Securities, the Guarantee, Debentures and Warrants, as the case may be, with respect to the Units), but only to the extent instructed in writing by the Holders as described below. below and in Article V. Upon receipt of notice of any meeting at which holders of Preferred Securities, Debentures or Warrants are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities, Debentures or Warrants, the Purchase Contract Agent shall, as soon as practicable thereafter, mail to the Holders of Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Preferred Securities, Debentures or Warrants, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in such Preferred Securities, Debentures constituting a part of such Holder’s Corporate Units or Warrants underlying their Unit and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Agent at least 10 Business Days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Preferred Securities, Debentures underlying or Warrants, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of Corporate Unitsa Unit, the Purchase Contract Agent shall abstain from voting the Preferred Securities, Debentures or Warrants underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, agrees to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities, Debentures or Warrants.

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Preferred Securities or Pledged Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Preferred Securities or Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesPreferred Securities or Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Preferred Securities or Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Preferred Securities or Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Preferred Securities or Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Preferred Securities or Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesPreferred Securities or Notes and the Trust shall covenant to this effect in the Declaration.

Notice and Voting. (a) Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Applicable Ownership Interests in Debentures Notes, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Debentures Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesNotes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, first class, postage pre-paid, to the Holders of Corporate Units a notice notice: (ai) containing such information as is contained in the notice or solicitation, ; (bii) stating that each Corporate Unit Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Debentures Notes, as the case may be, entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Applicable Ownership Interest in Debentures constituting a part of such Holder’s Notes underlying their Corporate Units and Units; and (ciii) stating the manner in which such instructions may be given. . (b) Upon the written request of the Holders of Corporate Units on such record datedate received by the Purchase Contract Agent at least six days prior to such meeting, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Debentures underlying Notes, as the Applicable Ownership Interests in Debentures case may be, as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Corporate UnitsUnit, the Purchase Contract Agent shall abstain from voting the Debentures Notes underlying the Applicable Ownership Interests in Debentures constituting a part of such Holder’s Corporate UnitsUnit. The Company Issuers hereby agreesagree, if applicable, to solicit Holders of Corporate Units to timely instruct the Purchase Contract Agent in order to enable the Purchase Contract Agent to vote such DebenturesNotes.