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 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 (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 the extent instructed by the Holders as described belowexercise, 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 Debentures the Senior Notes are entitled to vote or upon any the solicitation of consents, waivers or proxies of holders of Debenturesthe Senior Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to the Purchase Contract Agent therefor such proxies and other instruments in respect of such Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes (which, in form and substance satisfactory to the extent possible, shall be Collateral Agent) as are prepared by the same date as the record date for determining the holders of Debentures entitled Company and delivered to vote) shall be entitled to instruct the Purchase Contract Agent as with respect 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 Senior Notes underlying the Pledged 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 DebenturesSenior Notes.

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 the extent instructed by the Holders as described belowexercise, 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 Debentures the Notes are entitled to vote or upon any the solicitation of consents, waivers or proxies of holders of Debenturesthe Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to the Purchase Contract Agent therefor such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (which, in form and substance satisfactory to the extent possible, shall be Collateral Agent) as are prepared by the same date as the record date for determining the holders of Debentures entitled Company and delivered to vote) shall be entitled to instruct the Purchase Contract Agent as with respect 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 Notes underlying the Pledged 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 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 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 extent instructed by value of all or any of the Holders as described belowConvertible 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 Debentures the Convertible Preferred Stock are entitled to vote or upon any the solicitation of consents, waivers or proxies of holders of Debenturesthe Convertible Preferred Stock, the Collateral Agent shall send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to the Purchase Contract Agent therefor such proxies and other instruments in respect of such Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Convertible Preferred Stock (which, in commercially reasonable form and substance) as are prepared by the Company and delivered 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 with respect 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 Convertible Preferred Stock underlying the Pledged 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 DebenturesConvertible Preferred Stock.

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 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 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 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 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 (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 the extent instructed by the Holders as described belowexercise, 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 Debentures the Subordinated Notes are entitled to vote or upon any the solicitation of consents, waivers or proxies of holders of Debenturesthe Subordinated Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to the Purchase Contract Agent therefor such proxies and other instruments in respect of such Subordinated Notes underlying Pledged Applicable Ownership Interests in Subordinated Notes (which, in form and substance satisfactory to the extent possible, shall be Collateral Agent) as are prepared by the same date as the record date for determining the holders of Debentures entitled Company and delivered to vote) shall be entitled to instruct the Purchase Contract Agent as with respect 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 Subordinated Notes underlying the Pledged 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 DebenturesSubordinated 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 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 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 (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 the extent instructed by the Holders as described belowexercise, 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 upon any the solicitation of consents, waivers or proxies of holders of the Debentures, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to 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 such proxies and other instruments in Debentures constituting a part respect 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 Pledged Applicable Ownership Interests in Debentures (in form and substance satisfactory to the Collateral Agent) as are prepared by the Company and delivered 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 with respect to the Debentures underlying the Pledged 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 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 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 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 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 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 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 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 Capital 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 Capital Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of DebenturesCapital 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 Capital 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 Capital 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 Capital 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 Capital 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 DebenturesCapital 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 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 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 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 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. 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 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 (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 the extent instructed by the Holders as described belowexercise, 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 Debentures the Notes are entitled to vote or upon any the solicitation of consents, waivers or proxies of holders of Debenturesthe Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to the Purchase Contract Agent therefor such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (which, in form and substance satisfactory to the extent possible, shall be Collateral Agent) as are prepared by the same date as the record date for determining the holders of Debentures entitled Company and delivered to vote) shall be entitled to instruct the Purchase Contract Agent as with respect 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 Notes underlying the Pledged 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 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 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 (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 (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 extent instructed by value of all or any of the Holders as described belowNotes 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 Debentures the Notes are entitled to vote or upon any the solicitation of consents, waivers or proxies of holders of Debenturesthe Notes, the Collateral Agent shall send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to the Purchase Contract Agent therefor such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (which, in commercially reasonable form and substance) as are prepared by the Company and delivered 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 with respect 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 Notes underlying the Pledged 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 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 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 (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 the extent instructed by the Holders as described belowexercise, 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 Debentures the Notes are entitled to vote or upon any the solicitation of consents, waivers or proxies of holders of Debenturesthe Notes, the Collateral Agent shall use reasonable efforts to send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to the Purchase Contract Agent therefor such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (which, in form and substance satisfactory to the extent possible, shall be Collateral Agent) as are prepared by the same date as the record date for determining the holders of Debentures entitled Company and delivered to vote) shall be entitled to instruct the Purchase Contract Agent as with respect 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 Notes underlying the Pledged 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 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 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 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 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 (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 the extent instructed by the Holders as described belowexercise, 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 Debentures the Notes are entitled to vote or upon any the solicitation of consents, waivers or proxies of holders of Debenturesthe Notes, the Collateral Agent shall send promptly to the Purchase Contract Agent shallsuch notice or communication, and as soon as reasonably practicable thereafterafter receipt of a written request therefor from the Purchase Contract Agent, 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 execute and deliver to the Purchase Contract Agent therefor such proxies and other instruments in respect of such Notes underlying Pledged Applicable Ownership Interests in Notes (which, in form and substance satisfactory to the extent possible, shall be Collateral Agent) as are prepared by the same date as the record date for determining the holders of Debentures entitled Company and delivered to vote) shall be entitled to instruct the Purchase Contract Agent as with respect 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 Notes underlying the Pledged 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 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 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 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 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 Share Purchase Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Share Purchase 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 Corporate 's Share Purchase Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Corporate Share Purchase 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 Corporate Unitsa Share Purchase Unit, 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 Corporate Units's Share Purchase Unit. The Company hereby agrees, if applicable, to solicit Holders of Corporate Share Purchase 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 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.