Common use of Registration of Transfer and Exchange of Trust Preferred Securities Certificates Clause in Contracts

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Security Register in which, subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Security Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08, the Administrative Trustees shall execute, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication by the Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.08. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustees and the Security Registrar duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Security Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. (a) The Security Registrar Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.9, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Securities Certificates (the "Securities Register") in whichwhich the registrar and transfer agent with respect to the Trust Securities (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 5.11 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Person acting as the Property Trustee shall at all times also be the initial Security Securities Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.9, the Administrative Trustees or any one of them shall execute, authenticate execute and deliver to the Property Trustee, and the Property Trustee shall deliver, in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Securities Registrar shall not be required (i) to issue, register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of such Trust Preferred Securities pursuant to Article IV and ending at the close of business on the day of mailing of the notice of redemption or (ii) to register the transfer of or exchange any Trust Preferred Securities that have been called Security so selected for redemption. At redemption in whole or in part, except, in the option case of a Holder, any such Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates Security to be exchanged at the office or agency maintained pursuant redeemed in part, any portion thereof not to Section 5.08be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's its attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Security Registrar Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the "Securities Register") in whichwhich the transfer agent and registrar designated by the Depositor (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Property Trustee Bank shall be the initial Security Securities Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption during a period beginning at the opening of business 15 days before the day of selection for such redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person's customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated [ ] (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Depositor appoints Wilmington Trust Company as the initial Security Securities Registrar. Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class Series and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. Trust Agreement No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Preferred Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the "Securities Register") in which, the registrar designated by the Depositor (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Property Trustee Bank shall be the initial Security Securities Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees Property Trustee shall executeexecute and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the Administrative Trustee or Trusteessuch Property Trustee. The Security Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustees Property Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Security Registrar Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Administrative Trustees shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in which, the registrar designated by the Administrative Trustees (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Property Trustee Bank shall be the initial Security Securities Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall execute, execute and deliver to the Property Trustee and the Property Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Securities Registrar shall not be required to (i) register the transfer of or exchange any Trust Preferred Securities that have been called during a period beginning at the opening of business 15 days before the day of selection for redemption of such Trust Preferred Securities pursuant to Article IV and ending at the close of business on the day of mailing of the notice of redemption, or (ii) transfer or exchange any Trust Preferred Securities so selected for redemption in whole or in part, except, in the case of any such Trust Preferred Securities to be redeemed in part, any portion thereof not to be redeemed. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class terms and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Security Registrar an Administrative Trustee in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Registrar or Securities Registrar, on behalf of the Administrative Trustees Trust, may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates. A Trust Preferred Securities Certificate that is not a Book-Entry Trust Preferred Securities Certificate may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Preferred Securities Certificate that is not a Book-Entry Trust Preferred Securities Certificate as provided in this Section 5.4.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the "Securities Register") in whichwhich the transfer agent and registrar designated by the Depositor (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Property Trustee Bank shall be the initial Security Securities Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Trust (and if executed on behalf of the Trust by a facsimile signature, authenticate such certificate shall be countersigned by a transfer agent or its agent) and deliver deliver, in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemptionredemption during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption and ending at the close of business on the day of such mailing. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person's customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Administrative Trustees shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the Securities Registrar, subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d), (e)(i), (e)(iii), (e)(iv) and (e)(vii) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated January l, 2006 (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and Trust Agreement subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Administrative Trustees shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Administrative Trustees appoint JPMorgan Chase Bank, National Association, as the initial Security Securities Registrar. Subject to the second preceding sentence, the Administrative Trustees may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Administrative Trustees shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the Securities Registrar, subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d), (e)(i) and (e)(iii) (e)(vii) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated Ÿ, 0000 (xxx “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Administrative Trustees shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Administrative Trustees appoint U.S. Bank National Association, as the initial Security Securities Registrar. Subject to the second preceding sentence, the Administrative Trustees may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. Trust Agreement No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Preferred Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the "Securities Register") in which, the registrar designated by the Depositor (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Property Trustee Bank shall be the initial Security Securities Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees Property Trustee shall executeexecute and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the Administrative Trustee or Trusteessuch Property Trustee. The Security Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustees Property Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Security Registrar Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Depositor appoints Wilmington Trust Company as the initial Security Securities Registrar. Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class Series and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated January 30, 2008 (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Depositor appoints Wilmington Trust Company as the initial Security Securities Registrar. Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class Series and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.. Trust Agreement

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated [ ], (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Depositor appoints Wilmington Trust Company as the initial Security Securities Registrar. Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class Series and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated May 19, 2008 (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Depositor appoints Wilmington Trust Company as the initial Security Securities Registrar. Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class Series and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. TRUST AGREEMENT No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Administrative Trustees shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the Securities Registrar, subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d), (e)(i) and (e)(iii) (e)(vii) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated March 17, 2006 (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Administrative Trustees shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Administrative Trustees appoint U.S. Bank National Association, as the initial Security Securities Registrar. Subject to the second preceding sentence, the Administrative Trustees may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of Trust Agreement them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. (a) The Security Registrar Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.9, a Security Register register or registers (the "Securities Register") in whichwhich the registrar and transfer agent with respect to the Trust Securities (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 5.11 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Property Trustee shall be is hereby appointed Securities Registrar for the initial Security Registrarpurpose of registering Trust Preferred Securities Certificates and (subject to Section 5.11) Common Securities Certificates and transfers and exchanges thereof as provided herein. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.9, the Administrative Trustees or any one of them shall execute, authenticate execute and deliver to the Property Trustee, and the Property Trustee shall deliver, in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount as may be required by this Trust Agreement, dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Securities Registrar shall not be required required, (i) to issue, register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of such Trust Preferred Securities pursuant to Article IV and ending at the close of business on the day of mailing of the notice of redemption, or (ii) to register the transfer of or exchange any Trust Preferred Securities that have been called Security so selected for redemption. At redemption in whole or in part, except, in the option case of a Holder, any such Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates Security to be exchanged at the office or agency maintained pursuant redeemed in part, any portion thereof not to Section 5.08be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Security Registrar Property Trustee in accordance with its such Person's customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Registrar or the Administrative Trustees Issuer Trust may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated June •, 2007 (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Depositor appoints The Bank of New York as the initial Security Securities Registrar. Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class Series and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.. TRUST AGREEMENT

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.9, a Security Register register or registers for the purpose of registering Trust Preferred Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the "Securities Register") in which, the registrar designated by the Depositor (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Property Trustee Bank shall be the initial Security Securities Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.9, the Administrative Trustees Property Trustee shall executeexecute and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the Administrative Trustee or Trusteessuch Property Trustee. The Security Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.9. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustees Property Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Security Registrar Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated September 10, 2008 (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Depositor appoints Wilmington Trust Company as the initial Security Securities Registrar. Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class Series and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Securities Certificates (the "Securities Register") in whichwhich the registrar and transfer agent with respect to the Trust Securities (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Person acting as the Property Trustee shall at all times also be the initial Security Securities Registrar. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute and deliver to the Property Trustee, and the Property Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Securities Registrar shall not be required (i) to issue, register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of such Trust Preferred Securities pursuant to Article IV and ending at the close of business on the day of mailing of the notice of redemption or (ii) to register the transfer of or exchange any Trust Preferred Securities that have been called Security so selected for redemption. At redemption in whole or in part, except, in the option case of a Holder, any such Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates Security to be exchanged at the office or agency maintained pursuant redeemed in part, any portion thereof not to Section 5.08be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly executed by the Holder or such Holder's its attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled cancelled and subsequently disposed of by the Security Registrar Property Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Preferred Securities Certificates (the “Securities Register”) in whichwhich the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, the Security Registrar shall provide for the registration of Trust Preferred Securities Certificates and the Trust Common Securities Certificates (subject to Section 5.10 in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The provisions of Sections 8.1 (other than (c), (d)(i), (d)(iii) and (d)(iv) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the Securities Registrar in the same manner that by their terms they apply to the Property Trustee Trustee, mutatis mutandis, as modified by the terms of the letter agreement, dated June 19, 2007 (the “Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the Collateral Agreement. The Depositor shall take such action as shall be necessary to ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date, the same commercial bank or trust company is both Securities Registrar and Collateral Agent. By executing this Trust Agreement, the Depositor appoints The Bank of New York as the initial Security Securities Registrar. Subject to the second preceding sentence, the Depositor may dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property Trustee. Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8, the Administrative Trustees or any one of them shall executeexecute on behalf of the Issuer Trust and deliver, authenticate and deliver in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication execution by the such Administrative Trustee or Trustees. The Security Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a Holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class Series and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.085.8. Neither the Issuer Trust nor the Securities Registrar shall be required, pursuant to the provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred Security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust Preferred Securities and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to be redeemed in part, any portion thereof not to be redeemed. Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the an Administrative Trustees Trustee and the Security Securities Registrar duly TRUST AGREEMENT executed by the Holder or such Holder's his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee or the Security Securities Registrar in accordance with its such Person’s customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates.