Common use of Powers and Duties Clause in Contracts

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee Agreement shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee Agreement to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(iv) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee Agreement for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities GuaranteeGuarantee Agreement, and no implied covenants shall be read into this Preferred Securities Guarantee Agreement against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities GuaranteeGuarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, act or its own bad faith or willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities GuaranteeGuarantee Agreement, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities GuaranteeGuarantee Agreement, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities GuaranteeGuarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities GuaranteeGuarantee Agreement; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount preference of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities GuaranteeGuarantee Agreement; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a1) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b2) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c3) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d4) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A1) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B2) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii2) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii3) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv4) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before Except during the occurrence continuance of any an Event of Default and after Default, (i) the curing of all Events of Default that may have occurred, shall undertake Guarantee Trustee undertakes to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. ; and (ii) in the absence of bad faith on its part, the Guarantee Trustee may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Securities Guarantee; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Securities Guarantee. (d) In case an Event of Default has shall have occurred (that has not been cured or waived pursuant to Section 2.6)and be continuing, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (de) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee subsection shall not be liable except for construed to limit the performance effect of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and subsection (Bc) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities GuaranteeSection; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or liability is not reasonably assured to it. (f) The Guarantee Trustee shall be authorized to undertake all actions set forth in Section 317(a) of the Trust Indenture Act.

Powers and Duties. of the Preferred Guarantee -------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b4.4 (b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)2.4) and is actually known to a Responsible Officer of the Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Trust Preferred Securities Guarantee ------------------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Trust Preferred Securities Guarantee shall be held by the Trust Preferred Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Trust Preferred Securities Guarantee Trustee shall not transfer this Trust Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his his, her or her its rights pursuant to Section 5.4(b) or to a Successor Trust Preferred Securities Guarantee Trustee on acceptance by such Successor Trust Preferred Securities Guarantee Trustee of its appointment to act as Successor Trust Preferred Securities Guarantee Trustee. The right, title and interest of the Trust Preferred Securities Guarantee Trustee shall automatically vest in any Successor Trust Preferred Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Trust Preferred Securities Guarantee Trustee. (b) If an a Guarantee Event of Default actually known to a Responsible Officer has occurred and is continuing, the Trust Preferred Securities Guarantee Trustee shall enforce this Trust Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Trust Preferred Securities Guarantee Trustee, before the occurrence of any Guarantee Event of Default and after the curing of all Guarantee Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Trust Preferred Securities Guarantee, and no implied covenants shall be read into this Trust Preferred Securities Guarantee against the Trust Preferred Securities Guarantee Trustee. In case an a Guarantee Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer, the Trust Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Trust Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Trust Preferred Securities Guarantee shall be construed to relieve the Trust Preferred Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Guarantee Event of Default and after the curing or waiving of all such Guarantee Events of Default that may have occurred: (A) the duties and obligations of the Trust Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Trust Preferred Securities Guarantee, and the Trust Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Trust Preferred Securities Guarantee against the Trust Preferred Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Trust Preferred Securities Guarantee Trustee, the Trust Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trust Preferred Securities Guarantee Trustee and conforming to the requirements of this Trust Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trust Preferred Securities Guarantee Trustee, the Trust Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Trust Preferred Securities GuaranteeGuarantee (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (ii) the Trust Preferred Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee TrusteeOfficer, unless it shall be proved that the Trust Preferred Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Trust Preferred Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee; and (iv) no provision of this Trust Preferred Securities Guarantee shall require the Trust Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Trust Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Trust Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Trust Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to itit .

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a1) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b2) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c3) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d4) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful wilful misconduct, except that: (i1) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A1) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B2) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii2) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii3) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv4) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee --------------------------------------------------------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series B Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Series B Capital Securities exercising his his, her or her its rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred Series B Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than in the case of Events of Default under Sections 5.01(a) and 5.01(b) of the Indenture, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than in the case of Events of Default under Sections 5.01(a) and 5.01(b) of the Indenture, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but provided, however, that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee The Note Trustee shall not transfer this Preferred Securities Guarantee have any responsibility for or have any duty to make any Person except a Holder investigation in respect of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) in any way be liable whatsoever for the nature, status, creditworthiness or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest solvency of the Preferred Guarantee Current Issuer. Each Noteholder and each other Current Issuer Secured Creditor shall be solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, affairs, status and nature of the Current Issuer and the Note Trustee shall automatically vest not at any time have any responsibility for the same and each Noteholder and other Current Issuer Secured Creditors shall not rely on the Note Trustee in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trusteerespect thereof. (b) If an Event Save as required for the purposes of Default has occurred and is continuingthe Trust Indenture Act, the Preferred Guarantee Note Trustee shall enforce this Preferred Securities Guarantee not be responsible for the benefit execution, legality, effectiveness, adequacy, genuineness, validity or enforceability or admissibility in evidence of any Current Issuer Transaction Document or any other document entered into in connection therewith or any security thereby constituted or purported to be constituted thereby nor shall it be responsible or liable to any person because of any invalidity of any provision of such documents or the Holders unenforceability thereof, whether arising from statute, law or decision of the Preferred Securitiesany court. (c) The Preferred Guarantee Trustee, before Note Trustee shall not be responsible for the occurrence scope or accuracy of any Event recitals, statements, warranty, representation or covenant of Default any party (other than the Note Trustee) contained herein or in any other Current Issuer Transaction Document or any other document entered into in connection therewith and after shall assume the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, accuracy and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise correctness thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision The Note Trustee may accept without enquiry, requisition or objection such title as the Current Issuer may have to the Current Issuer Charged Property or as Funding may have to the Funding Charged Property or any part thereof from time to time and shall not be required to investigate or make any enquiry into or be liable for any defect in the title of this Preferred Securities Guarantee the Current Issuer to the Current Issuer Charged Property or of Funding to the Funding Charged Property or any part thereof from time to time whether or not any defect was known to the Note Trustee or might have been discovered upon examination, inquiry or investigation and whether or not capable of remedy. (e) The Note Trustee shall not be bound to give notice to any person of the execution of these presents or of an Event of Default under the Current Issuer Intercompany Loan Agreement nor shall it have any duty to make any investigation in respect of or in any way be liable whatsoever for the registration, filing, protection or perfection of any security constituted by any Current Issuer Transaction Document relating to the Current Issuer Charged Property or the priority of the security created thereby and shall not be liable for any failure, omission or defect in perfecting, protecting, procuring the registration of or further assuring the security created or purported to be created thereby. (f) The Note Trustee shall not have any duty to make any investigation in respect of or in any way be liable whatsoever for the failure to call for delivery of documents of title to or require any transfers, legal mortgages, charges or other further assurances in relation to any of the assets the subject matter of any of these presents or any other document. (g) The Note Trustee shall be construed under no obligation to relieve monitor or supervise and shall not have any duty to make any investigation in respect of or in any way be liable whatsoever for the Preferred Guarantee performance or observance by the Current Issuer or any other person of the provisions of these presents or any other Current Issuer Transaction Document and shall be entitled to assume that each person is properly performing and complying with its obligations. (h) The Note Trustee shall not have any responsibility for or have any duty to make any investigation in respect of or in any way be liable whatsoever for the existence, accuracy or sufficiency of any legal or other opinions, searches, reports, certificates, valuations or investigations delivered or obtained or required to be delivered or obtained at any time in connection with the Current Issuer Charged Property or any Current Issuer Transaction Document. (i) The Note Trustee shall have no responsibility whatsoever to any Current Issuer Secured Creditor as regards any deficiency which might arise because the Note Trustee is subject to any Tax in respect of the Current Issuer Charged Property or any part thereof or any income therefrom or any proceeds thereof or is required by law to make any withholding or deduction from any payment to any Current Issuer Secured Creditor. (j) The Note Trustee will not be responsible or liable for any inadequacy or unfitness of any Current Issuer Charged Property as security or any decline in value of any loss realised upon any disposition of the Current Issuer Charged Property. (k) The Note Trustee shall not be responsible for, nor shall it have any liability with respect to, any loss or theft of the Current Issuer Charged Property. (l) The Note Trustee shall not be liable or responsible for its own negligent actionany loss, its own negligent failure cost, damage, expense or inconvenience which may result from anything done or omitted to actbe done by it under these presents or under any of the other Current Issuer Transaction Documents save where the same arises as a result of the Note Trustee's fraud, wilful default or gross negligence. (m) The Note Trustee shall not be responsible for the receipt or application by the Current Issuer of the proceeds of the Current Issuer Notes, the exchange of any Global Note Certificate for another Global Note Certificate or Individual Note Certificates or the exchange of any Individual Note Certificate for another Individual Note Certificate or the delivery of any Global Note Certificate or Individual Note Certificates to the person(s) entitled to it or them. (n) The Note Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trust as the Note Trustee may determine, including for the purpose of depositing with a custodian this Deed or any Current Issuer Transaction Document and the Note Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of any such person. (o) The Note Trustee shall (save as expressly otherwise provided in these presents or in any other Current Issuer Transaction Document) as regards all rights, powers, authorities and discretions vested in it by these presents or any other Current Issuer Transaction Document, or by operation of law, have absolute and uncontrolled discretion as to the exercise or non-exercise thereof and whenever the Note Trustee is bound to act at the request or direction of the Noteholders or any class of them, the Note Trustee shall nevertheless not be so bound unless first indemnified to its own willful misconductsatisfaction against all actions, except proceedings, claims and demands to which it may render itself liable and all costs, expenses, damages and liabilities which it may incur by so doing. (p) The Note Trustee as between itself and the Noteholders or any class of them shall have full power to determine all questions and doubts arising in relation to any of the provisions of these presents and/or any other Current Issuer Transaction Document and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Note Trustee, shall be conclusive and shall bind the Note Trustee, the Noteholders and the other Current Issuer Secured Creditors. (q) In connection with the exercise by it of any of its trusts, powers, authorities and discretions under these presents (including without limitation any power to authorise any amendment or to waive any breach or to make any determination) the Note Trustee shall always have regard to all the Noteholders, provided that: (i) prior without prejudice to the occurrence provisions of sub-paragraph (ii) below where it is required to have regard to the interests of the Noteholders, it shall have regard to the interests of the Noteholders as a class and, in particular but without prejudice to the generality of the foregoing, shall not have regard to, or be in any way liable for, the consequences of any Event of Default and after exercise thereof for any individual Noteholder resulting from their being domiciled or resident or otherwise connected with or subject to the curing jurisdiction of, any particular territory or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, any political sub-division thereof and the Preferred Guarantee Note Trustee shall not be liable except for entitled to require, nor shall any Noteholder be entitled to claim, from the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee TrusteeCurrent Issuer, the Preferred Guarantee Note Trustee may conclusively rely, as to the truth or any other person any indemnification or payment in respect of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case tax consequence of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guaranteeexercise upon individual Noteholders; (ii) except where expressly provided otherwise in these presents or any other Current Issuer Transaction Document, the Preferred Guarantee Note Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer solely have regard to the interests of the Preferred Guarantee Trustee, unless it shall be proved Noteholders provided that (a) if in the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction opinion of the Holders of not less than Note Trustee there is a Majority in liquidation amount conflict between the interests of the Preferred Securities relating to Senior Noteholders, on the timeone hand and the interests of the Mezzanine Noteholders and/or the Junior Noteholders on the other hand, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Note Trustee shall have reasonable grounds for believing that regard only to the repayment interests of such funds the Senior Noteholders or liability is not reasonably assured to it under (b) if in the terms opinion of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.the Note Trustee there is

Powers and Duties. of the Preferred Capital Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series B Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Series B Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred Series B Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than an Event of Default consisting of a default in payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than an Event of Default consisting of a default in payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b4.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)2.4) and is actually known to a Responsible Officer of the Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Preferred Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee, or security and indemnity, reasonably satisfactory to the Guarantee or adequate indemnity Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Series A Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series A Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series A Capital Securities Guarantee to any Person except a Holder of Preferred the Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series A Capital Securities Guarantee for the benefit of the Holders of the Preferred Series A Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series A Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series A Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series A Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Series A Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; and (iv) no provision of this Preferred Series A Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series A Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series A Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series A Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series A Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series A Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series A Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series A Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; and (iv) no provision of this Preferred Series A Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b4.4 (b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)2.4) and is actually known to a Responsible Officer of the Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Preferred Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee, or security and indemnity, reasonably satisfactory to the Guarantee or adequate indemnity Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except thatthat : (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee. The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Guarantor, personally or by agent or attorney at the sole cost of the Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming conform ing to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements require ments of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series B Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Series B Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred Series B Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such such-Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee Agreement shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee Agreement to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(iv) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default hereunder or under the Indenture has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee Agreement for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default hereunder or under the Indenture and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities GuaranteeGuarantee Agreement, and no implied covenants shall be read into this Preferred Securities Guarantee Agreement against the Preferred Guarantee Trustee. In case an Event of Default has occurred hereunder or under the Indenture (that has not been cured or waived pursuant to Section 2.6Error! Reference source not found.), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities GuaranteeGuarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, act or its own bad faith or willful misconduct, except that: (i) prior to the occurrence of any Event of Default hereunder or under the Indenture and after the curing or waiving of all any such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities GuaranteeGuarantee Agreement, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities GuaranteeGuarantee Agreement, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities GuaranteeGuarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities GuaranteeGuarantee Agreement; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a majority of the outstanding principal amount of the Debentures or a Majority in liquidation amount preference of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities GuaranteeGuarantee Agreement; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Capital Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Capital Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Preferred Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment judgement was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b4.4 (b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)2.4) and is actually known to a Responsible Officer of the Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Preferred Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee, or security and indemnity, reasonably satisfactory to the Guarantee or adequate indemnity Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series A Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series A Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series A Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series A Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series A Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series A Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series A Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; and (iv) no provision of this Preferred Series A Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it. (e) This Series A Capital Securities Guarantee and all moneys received by the Capital Securities Trustee hereunder in respect of the Guarantee Payments will not be subject to any right, charge, security interest, loan or claim of any kind in favor of or for the benefit of the Capital Securities Guarantee Trustee or its agents or creditors.

Powers and Duties. of the Preferred Securities Guarantee Trustee ------------------------------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Securities Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Securities Guarantee Trustee on acceptance by such Successor Preferred Securities Guarantee Trustee of its appointment to act as Successor Preferred Securities Guarantee Trustee. The right, title and interest of the Preferred Securities Guarantee Trustee shall automatically vest in any Successor Preferred Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer has occurred and is continuing, the Preferred Securities Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer, the Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Securities Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee TrusteeOfficer, unless it shall be proved that the Preferred Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Trust Preferred Guarantee Trustee ----------------------------------------------------Trustee. ---------------------------------------------------------- (a) This Trust Preferred Securities Guarantee shall be held by the Trust Preferred Guarantee Trustee for the benefit of the Holders of the Trust Preferred Securities, and the Trust Preferred Guarantee Trustee shall not transfer this Trust Preferred Securities Guarantee to any Person except a Holder of Trust Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Trust Preferred Guarantee Trustee on acceptance by such Successor Trust Preferred Guarantee Trustee of its appointment to act as Successor Trust Preferred Guarantee Trustee. The right, title and interest of the Trust Preferred Guarantee Trustee shall automatically vest in any Successor Trust Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Trust Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Trust Preferred Guarantee Trustee has occurred and is continuing, the Trust Preferred Guarantee Trustee shall enforce this Trust Preferred Securities Guarantee for the benefit of the Holders of the Trust Preferred Securities. (c) The Trust Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Trust Preferred Securities Guarantee, and no implied covenants shall be read into this Trust Preferred Securities Guarantee against the Trust Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Trust Preferred Securities Guarantee, Guarantee and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Trust Preferred Securities Guarantee shall be construed to relieve the Trust Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Trust Preferred Guarantee Trustee shall be determined solely by the express provisions of this Trust Preferred Securities Guarantee, and the Trust Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Trust Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Trust Preferred Securities Guarantee against the Trust Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trust Preferred Guarantee Trustee and conforming to the requirements of this Trust Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trust Preferred Guarantee Trustee, the Trust Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Trust Preferred Securities Guarantee; (ii) the Trust Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trust Preferred Guarantee Trustee, unless it shall be proved that the Trust Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Trust Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Trust Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Trust Preferred Guarantee Trustee under this Trust Preferred Securities Guarantee; and (iv) no provision of this Trust Preferred Securities Guarantee shall require the Trust Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Trust Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Trust Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Trust Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series A Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series A Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising exer cising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Cap ital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series A Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series A Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series A Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series A Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series A Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent negli gent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series A Capital Securities relating relat ing to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; and (iv) no provision of this Preferred Series A Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series B Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred the Series B Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred Series B Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series b Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series b Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series b Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series b Capital Securities Guarantee; but provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4 (b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of The ARC shall have the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, following powers and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurredduties: (A) To recommend, from time to time, to the duties and obligations of Board modifications and/or amendments to the Preferred Guarantee Trustee Design Criteria. Any modification or amendment to the Design Criteria shall be determined solely by consistent with the express provisions of this Preferred Securities GuaranteeDeclaration, and the Preferred Guarantee Trustee shall not be liable except for effective until adopted by a majority of the performance members of the Board at a meeting duly called and noticed and at which a quorum is present and voting and are approved in writing by the Developer. Notice of any modification or amendment to the Design Criteria, including a verbatim copy of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants change or obligations modification shall be read into this Preferred Securities Guarantee against delivered to each member of the Preferred Guarantee TrusteeAssociation; andprovided that, the delivery to each member of the Association of notice and a copy of any modification or amendment to the Design Criteria shall not constitute a condition precedent to the effectiveness or validity of such change or modification. (B) in To require submission to the absence ARC of bad faith on the part at least three (3) complete sets of the Preferred Guarantee Trusteeall plans and specification for any Improvement, the Preferred Guarantee Trustee may conclusively rely, as to the truth construction or placement of the statements and the correctness of the opinions expressed therein, which is proposed upon any certificates or opinions furnished Lot. The ARC may also require submission of samples of building materials and colors proposed for use on any Lot, and may require such additional information as reasonably may be necessary for the ARC to evaluate completely the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith proposed Improvement in accordance with this Declaration and the direction Design Criteria. Reviews shall be coordinated with any required City and County approvals or approvals of other governing bodies. (C) To approve or disapprove any Improvement or change or modification thereto, the construction, erection, performance or placement of which is proposed upon any Lot and to approve or disapprove any exterior additions, changes, modifications, or alterations therein or thereon. All decisions of the Holders of not less than ARC shall be submitted in writing to the Owner and the Board, and evidence thereof may, but need not, be made by a Majority certificate, in liquidation amount recordable form, executed under seal by the President or any Vice President of the Preferred Securities relating Association. Any party aggrieved by a decision of the ARC shall have the right to make a written request to the timeBoard, method within thirty (30) days of such decision, for a review thereof. The determination of the Board upon reviewing any such decision shall in all events be final and place dispositive upon all parties. (D) If any Improvement is changed, modified or altered without prior approval of conducting any proceeding the ARC, then the Owner shall upon demand cause the Improvements to be restored and to comply with the plans and specifications originally approved by the ARC and shall bear all costs and expenses of such restoration, including the costs and reasonable attorney's fees of the ARC. (E) To adopt a schedule of reasonable fees for any remedy available processing requests for ARC approval of proposed Improvements. Such fees, if any, shall be payable to the Preferred Guarantee TrusteeAssociation in cash, at the time that plans and specifications are submitted to the ARC. In the event such fees, as well as any other costs or exercising expenses of the ARC pursuant to any trust or power conferred upon other provisions of this Article are not paid by the Preferred Guarantee Trustee under this Preferred Securities Guarantee; andOwner, they shall become a lien of the Association on the Lot, pursuant to Article 8.9 hereof. (ivF) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or To retain professional advisors such as attorneys and architects as may be necessary in the exercise of any its powers. (G) To perform such incidental acts as may be necessary in the exercise of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Securities Guarantee Trustee ------------------------------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Securities Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Securities Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of the Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Securities Guarantee Trustee on acceptance by such Successor Preferred Securities Guarantee Trustee of its appointment to act as Successor Preferred Securities Guarantee Trustee. The right, title and interest of the Preferred Securities Guarantee Trustee shall automatically vest in any Successor Preferred Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Securities Guarantee Trustee has occurred and is continuing, the Preferred Securities Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Securities Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but provided, however, that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Securities Guarantee Trustee, unless it shall be proved that the Preferred Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and shall use the same degree of care and skill in its exercise thereof, thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series A Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred Series A Capital Securities exercising his his, her or her its rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred Series A Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than in the case of Events of Default under Sections 5.01(a) and 5.01(b) of the Indenture, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than in the case of Events of Default under Sections 5.01(a) and 5.01(b) of the Indenture, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but provided, however, that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Partnership Guarantee Trustee ----------------------------------------------------Trustee (a) This Preferred Securities Partnership Guarantee shall be held by the Preferred Partnership Guarantee Trustee for the benefit of the Holders of the Partnership Preferred Securities, and the Preferred Partnership Guarantee Trustee shall not transfer this Partnership Preferred Securities Guarantee to any Person except a Holder of Partnership Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Partnership Guarantee Trustee on acceptance by such Successor Preferred Partnership Guarantee Trustee of its appointment to act as Successor Preferred Partnership Guarantee Trustee. The right, title and interest of the Preferred Partnership Guarantee Trustee shall automatically vest in any Successor Preferred Partnership Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Partnership Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Partnership Guarantee Trustee has occurred and is continuing, the Preferred Partnership Guarantee Trustee shall enforce this Preferred Securities Partnership Guarantee for the benefit of the Holders of the Partnership Preferred Securities. (c) The Preferred Partnership Guarantee Trustee, during the period before the occurrence of any Event of Default and during the period after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Partnership Guarantee, and no implied covenants shall be read into this Preferred Securities Partnership Guarantee against the Preferred Partnership Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Partnership Guarantee Trustee, the Preferred Partnership Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Partnership Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Partnership Guarantee shall be construed to relieve the Preferred Partnership Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) During the period prior to the occurrence of any Event of Default and during the period after the curing or waiving of all such any Events of Default that may have occurredoccur: (A) the duties and obligations of the Preferred Partnership Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Partnership Guarantee, and the Preferred Partnership Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Partnership Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Partnership Guarantee against the Preferred Partnership Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Partnership Guarantee Trustee, the Preferred Partnership Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Partnership Guarantee Trustee and conforming to the requirements of this Preferred Securities Partnership Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Partnership Guarantee Trustee, the Preferred Partnership Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Partnership Guarantee; (ii) the Preferred The Partnership Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Partnership Guarantee Trustee, unless it shall be proved that the Preferred Partnership Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred The Partnership Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Partnership Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Partnership Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Partnership Guarantee Trustee under this Preferred Securities Partnership Guarantee; and (iv) no No provision of this Preferred Securities Partnership Guarantee shall require the Preferred Partnership Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Partnership Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Partnership Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Partnership Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series A Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series A Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series A Capital Securities Guarantee to any Person except a Holder of Preferred Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, upon acceptance by such Successor Capital Securities Guarantee Trustee of its appointment hereunder, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series A Capital Securities Guarantee for the benefit of the Holders of the Preferred Series A Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series A Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series A Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series A Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but provided, however, that in the case of any such certificates or -------- ------- opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series A Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; and (iv) no provision of this Preferred Series A Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her order own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.Majority

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee --------------------------------------------------------------------------------------------------------- Trustee. (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Capital ------- Securities Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b5.05(d) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.62.06), the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities Capital Securities, relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series B Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred the Series B Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred Series B Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series b Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series b Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series b Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series b Capital Securities Guarantee; but provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Securities Guarantee Trustee ------------------------------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Securities Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Securities Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Securities Guarantee Trustee on acceptance by such Successor Preferred Securities Guarantee Trustee of its appointment to act as Successor Preferred Securities Guarantee Trustee. The right, title and interest of the Preferred Securities Guarantee Trustee shall automatically vest in any Successor Preferred Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Securities Guarantee Trustee has occurred and is continuing, the Preferred Securities Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Securities Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Securities Guarantee Trustee, unless it shall be proved that the Preferred Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her such Holder's rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) of which a Responsible Officer of the Capital Securities Guarantee Trustee has actual knowledge, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i1) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (Ai) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (Bii) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but provided, however, that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Capital Securities Guarantee; (ii2) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii3) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv4) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it. (e) This Series B Capital Securities Guarantee and all moneys received by the Capital Securities Trustee hereunder in respect of the Guarantee Payments will not be subject to any right, charge, security interest, loan or claim of any kind in favor of or for the benefit of the Capital Securities Guarantee Trustee or its agents or creditors.

Powers and Duties. of the Preferred Guarantee Trustee ----------------------------------------------------------------------------------------------------------- (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b5.4 (b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Capital Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Capital Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that such Responsible Officer of the Preferred Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Guarantee Trustee ------------------------------------------------------------------------------------------------------ (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Capital Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Capital Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Guarantee Trustee on acceptance by such Successor Preferred Capital Guarantee Trustee of its appointment to act as Successor Preferred Capital Guarantee Trustee. The right, title and interest of the Preferred Capital Guarantee Trustee shall automatically vest in any Successor Preferred Capital Guarantee Trustee, and such vesting (and cessation as to the Preferred Capital Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Capital Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Capital Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Capital Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Capital Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Capital Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Guarantee Trustee, the Preferred Capital Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Guarantee Trustee, the Preferred Capital Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Capital Securities Guarantee; (ii) the Preferred Capital Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Guarantee Trustee, unless it shall be proved that the Preferred Capital Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Capital Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee ------------------------------------------------------------ Trustee ----------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series B Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Series B Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred Series B Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence occur- rence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities ------------------------------------------- Guarantee Trustee --------------------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on upon acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing or other documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Series B Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, powers if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate if an indemnity thereto, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Capital Securities Guarantee to any Person except a Holder of Preferred the Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Capital Securities Guarantee for the benefit of the Holders of the Preferred Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Capital Securities Guarantee; but provided, however, that -------- ------- in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; and (iv) no provision of this Preferred Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Securities Guarantee ------------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Securities Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Securities Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of the Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Securities Guarantee Trustee on acceptance by such Successor Preferred Securities Guarantee Trustee of its appointment to act as Successor Preferred Securities Guarantee Trustee. The right, title and interest of the Preferred Securities Guarantee Trustee shall automatically vest in any Successor Preferred Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Securities Guarantee Trustee has occurred and is continuing, the Preferred Securities Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Securities Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but provided, however, that in the case of any such -------- ------- certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Securities Guarantee Trustee, the Preferred Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Securities Guarantee Trustee, unless it shall be proved that the Preferred Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Preferred Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities ------------------------------------------- Guarantee Trustee --------------------------------------------------------------------- (a) This Preferred Series A Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series A Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on upon acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing or other documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series A Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series A Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series A Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series A Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series A Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Series A Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; and (iv) no provision of this Preferred Series A Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, powers if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate if an indemnity thereto, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series B Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred the Series B Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred Series B Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than a default in respect of any Guarantee Payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but provided, however, that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(c) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities GuaranteeGuarantee ; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; ; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series B Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Series B Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, upon acceptance by such Successor Capital Securities Guarantee Trustee of its appointment hereunder, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred Series B Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but provided, however, that in the case of any such certificates -------- ------- or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee Agreement shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee Agreement to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(iv) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default hereunder or under the Indenture has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee Agreement for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default hereunder or under the Indenture and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities GuaranteeGuarantee Agreement, and no implied covenants shall be read into this Preferred Securities Guarantee Agreement against the Preferred Guarantee Trustee. In case an Event of Default has occurred hereunder or under the Indenture (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities GuaranteeGuarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, act or its own bad faith or willful misconduct, except that: (i) prior to the occurrence of any Event of Default hereunder or under the Indenture and after the curing or waiving of all any such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities GuaranteeGuarantee Agreement, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities GuaranteeGuarantee Agreement, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities GuaranteeGuarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities GuaranteeGuarantee Agreement; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than a Majority in liquidation majority of the outstanding principal amount of the Preferred Securities Debentures relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities GuaranteeGuarantee Agreement; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ------------------------------------------------------------------------------------------------------------------ (a) This Preferred Series A Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series A Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series A Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series A Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series A Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series A Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series A Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee TrusteeOfficer, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; and (iv) no provision of this Preferred Series A Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming conform ing to the requirements of this Preferred Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Pre ferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Guarantee Trustee ---------------------------------------------------------------------------------------------- (a) This Preferred Securities Guarantee Agreement shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee Agreement to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b5.4(iv) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting (and cessation as to the Preferred Guarantee Trustee) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee Agreement for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing or waiver of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities GuaranteeGuarantee Agreement, and no implied covenants shall be read into this Preferred Securities Guarantee Agreement against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities GuaranteeGuarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, act or its own bad faith or willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities GuaranteeGuarantee Agreement, and the Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities GuaranteeGuarantee Agreement, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities GuaranteeGuarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities GuaranteeGuarantee Agreement; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders holders of not less than the Holders of a majority of the outstanding principal amount of the Debentures or a Majority in liquidation amount preference of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities GuaranteeGuarantee Agreement; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee ----------------------------------------------------- Trustee ----------------------------------------------------------- (a) This Preferred Series A Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred Series A Capital Securities, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series A Capital Securities Guarantee to any Person except a Holder of Preferred Series A Capital Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer of the Capital Securities Guarantee Trustee has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series A Capital Securities Guarantee for the benefit of the Holders of the Preferred Series A Capital Securities. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default (of which, other than an Event of Default consisting of a default in payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing of all such Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer of the Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series A Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series A Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default (of which, other than an Event of Default consisting of a default in payment, a Responsible Officer of the Property Trustee has actual knowledge) and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series A Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series A Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series A Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Capital Securities Guarantee Trustee and conforming to the requirements of this Preferred Series A Capital Securities Guarantee; but provided, -------- however, that in the case of any such certificates or opinions that by any ------- provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not on their face they conform to the requirements of this Preferred Series A Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error errors of judgment made in good faith by a Responsible Officer of the Preferred Capital Securities Guarantee Trustee, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee or such Responsible Officer was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action actions taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount Liquidation Amount of the Preferred Series A Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; and (iv) no provision of this Preferred Series A Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series A Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. of the Preferred Capital Securities Guarantee Trustee ----------------------------------------------------------------------------------------------------------------- (a) This Preferred Series B Capital Securities Guarantee shall be held by the Preferred Capital Securities Guarantee Trustee for the benefit of the Holders of the Preferred SecuritiesHolders, and the Preferred Capital Securities Guarantee Trustee shall not transfer this Preferred Series B Capital Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Capital Securities Guarantee Trustee on acceptance by such Successor Preferred Capital Securities Guarantee Trustee of its appointment to act as Successor Preferred Capital Securities Guarantee Trustee. The right, title and interest of the Preferred Capital Securities Guarantee Trustee shall automatically vest in any Successor Preferred Capital Securities Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee) succession of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Capital Securities Guarantee Trustee. (b) If an Event of Default actually known to a Responsible Officer has occurred and is continuing, the Preferred Capital Securities Guarantee Trustee shall enforce this Preferred Series B Capital Securities Guarantee for the benefit of the Holders of the Preferred SecuritiesHolders. (c) The Preferred Capital Securities Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6)) and is actually known to a Responsible Officer, the Preferred Capital Securities Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Series B Capital Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (d) No provision of this Preferred Series B Capital Securities Guarantee shall be construed to relieve the Preferred Capital Securities Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Capital Securities Guarantee Trustee shall be determined solely by the express provisions of this Preferred Series B Capital Securities Guarantee, and the Preferred Capital Securities Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Series B Capital Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Series B Capital Securities Guarantee against the Preferred Capital Securities Guarantee Trustee; and (B) in the absence of bad faith on the part of the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Capital Securities Guaran- tee Trustee and conforming to the requirements of this Preferred Series B Capital Securities Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Capital Securities Guarantee Trustee, the Preferred Capital Securities Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Series B Capital Securities Guarantee; (ii) the Preferred Capital Securities Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee TrusteeOfficer, unless it shall be proved that the Preferred Capital Securities Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii) the Preferred Capital Securities Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Series B Capital Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; and (iv) no provision of this Preferred Series B Capital Securities Guarantee shall require the Preferred Capital Securities Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Capital Securities Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Series B Capital Securities Guarantee or adequate indemnity indemnity, reasonably satisfactory to the Capital Securities Guarantee Trustee, against such risk or liability is not reasonably assured to it.

Powers and Duties. Scrushy shall be employed by HEALTHSOUTH during the term of employment under this Agreement as the Chairman of the Preferred Guarantee Trustee ---------------------------------------------------- (a) This Preferred Securities Guarantee Board, President and Chief Executive Officer of HEALTHSOUTH, and shall also hold similar offices with HEALTHSOUTH's subsidiaries and/or their successors. In addition, HEALTHSOUTH shall use its best efforts to cause Scrushy to be nominated and elected as a Director of HEALTHSOUTH and its subsidiaries or their successors during the term of this Agreement. In addition, Scrushy shall perform such duties as may be assigned to him from time to time by the Board of Directors of HEALTHSOUTH. In the event of a reorganization of HEALTHSOUTH and its subsidiaries which results in Scrushy not being elected Chairman of the Board, President and Chief Executive Officer of the successor company, such event shall be held by the Preferred Guarantee Trustee for the benefit deemed to be a termination of the Holders of the Preferred Securities, and the Preferred Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights Scrushy's employment pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting (and cessation as to the Preferred Guarantee Trustee8(f) of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. (b) If an Event of Default has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee TrusteeAgreement. In case an Event the event that Scrushy shall not be elected a Director of Default has occurred (that has not been cured HEALTHSOUTH or waived any such successor company, Scrushy may, at his sole option, treat such event as a termination of Scrushy's employment pursuant to Section 2.6)8(c) of this Agreement. In carrying out his duties under this Agreement, Scrushy shall have such powers and duties usually incident to the Preferred Guarantee Trustee shall exercise such office of Chairman of the Board, President and Chief Executive Officer and shall have general responsibility for the overall development, expansion and operations of HEALTHSOUTH and its subsidiaries. The performance by Scrushy of any duties assigned to him which are not of the type provided for herein shall not constitute a waiver of his rights hereunder or an abrogation, abandonment or termination of this Agreement. Scrushy shall devote all of his working time and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances best efforts in the conduct best interest and behalf of his or her own affairs. (d) No provision HEALTHSOUTH throughout the term of this Preferred Securities Guarantee shall Agreement, such working time and best efforts to be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely type and extent usually expended by the express provisions executives of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee similar caliber in similar situations. Scrushy shall not be liable except for the performance of restricted from engaging in a business which is noncompetitive with HEALTHSOUTH and its subsidiaries after normal working hours or on weekends or from investing his assets in such duties and obligations form or manner as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and (B) will not require any services on his part in the absence of bad faith on the part operation of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth affairs of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities Guarantee; but companies in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; (ii) the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be proved that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was investments are made; (iii) the Preferred Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in liquidation amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and (iv) no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Preferred Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Preferred Securities Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.