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. 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 (a) A registrar appointed by the Administrative Trustees (the "Securities Registrar") shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Security Register register (the "Securities Register") in which, subject to such reasonable regulations as it may prescribe, the Security Securities 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 Securities Registrar. ; any successor Securities Registrar shall be appointed by the Administrative Trustees. (b) Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08, the not less than two Administrative Trustees 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 representing the same number of a like aggregate Liquidation Amount Trust Preferred Securities dated the date of authentication execution 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 The Securities Registrar shall not be required to register or cause to be registered the transfer of any Trust Preferred Securities Certificate after such Trust Preferred Securities have been called for redemption, during the period from 15 days before mailing of notice of redemption and ending on such notice date or after the Liquidation Date. (c) Trust Preferred Securities 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 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 cancelled and subsequently disposed of by the Security Registrar Property Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities CertificatesSecurities, 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 CertificatesSecurities.

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 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 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. (a) The Security Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08508, a Security Register register or registers for the purpose of registering Trust Securities Certificates and, subject to the provisions of Section 503A, transfers and exchanges of Trust Securities Certificates (herein referred to as 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 5.10 510 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 the initial Security Securities Registrar. Upon , and in such capacity shall keep the Securities Register at its Corporate Trust Office. (b) Subject to the provisions of Section 503A, upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08508, the Administrative Trustees or any one of them shall executeexecute and deliver to the Property Trustee, and the Property Trustee shall authenticate and deliver make available for delivery, 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. At the option of a HolderHolder thereof, 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. 508. (c) Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange exchange, subject to the provisions of Section 503A, 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 and subsequently disposed of by the Security Registrar Property Trustee in accordance with its customary practice. The Trust shall not be required to (i) issue, register the transfer of, or exchange any Trust Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Trust Preferred Securities called for redemption and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Trust Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Trust Preferred Securities being redeemed in part. (d) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities CertificatesSecurities, subject to the provisions of Section 503A, 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. (e) Trust Preferred Securities Certificates.may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Trust Preferred Security not made in accordance with this Trust Agreement shall be null and void. A Trust Preferred Security that is not a Global Trust Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Preferred Security that is not a Global Trust Preferred Security as provided in Section 504(a). A beneficial interest in a Global Trust Preferred Security may be exchanged for a Trust Preferred Security that is not a Global Trust Preferred Security only as provided in Section 503A.

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. (a) The Security Registrar Property Trustee shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08Corporate Trust Office, 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 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 at all times also be the initial Security Securities Registrar. Upon The provisions of Article VIII shall apply to the Property Trustee in its role as Securities Registrar. (b) Subject to Section 5.7(d), upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.7(f), the Administrative Trustees or any one of them shall executeexecute by manual or facsimile signature and deliver to the Property Trustee, and upon receipt thereof 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 as may be required by this Trust Agreement 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 Certificate to be exchanged at the office or agency maintained pursuant to Section 5.085.7(f). Whenever any Trust Preferred Securities Certificates are so surrendered for exchange, the Administrative Trustees or any one of them shall execute by manual or facsimile signature and deliver to the Property Trustee, and upon receipt thereof the Property Trustee shall authenticate and deliver, the Trust Preferred Securities Certificates that the Holder making the exchange is entitled to receive. (c) The Securities Registrar shall not be required, (i) to issue, register the transfer of or exchange any Preferred Security during a period beginning at the opening of business fifteen (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 Preferred Security so selected for redemption in whole or in part, except, in the case of any such Preferred Security to be redeemed in part, any portion thereof not to be redeemed. (d) 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 Administrative Trustees and the Security Securities Registrar duly executed by the Holder or such Holder's ’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. . (e) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Registrar or Property Trustee on behalf of the Administrative Trustees 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. (f) The Administrative Trustees shall designate an office or offices or agency or agencies where Trust Preferred Securities Certificates may be surrendered for registration of transfer or exchange, and initially designate the Corporate Trust Office as its office and agency for such purposes. The Administrative Trustees shall give prompt written notice to the Depositor, the Property Trustee and to the Holders of any change in the location of any such office or agency.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. The Security Registrar (a) A registrar appointed by the Administrative Trustees (the “Securities Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Security Register register (the “Securities Register”) in which, subject to such reasonable regulations as it may prescribe, the Security Securities 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 Securities Registrar. ; any successor Securities Registrar shall be appointed by the Administrative Trustees. (b) Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08, the not less than two Administrative Trustees 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 representing the same number of a like aggregate Liquidation Amount Trust Preferred Securities dated the date of authentication execution 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 The Securities Registrar shall not be required to register or cause to be registered the transfer of any Trust Preferred Securities Certificate after such Trust Preferred Securities have been called for redemption, during the period from 15 days before mailing of notice of redemption and ending on such notice date or after the Liquidation Date. (c) Trust Preferred Securities 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 Securities Registrar duly executed by the Holder or such Holder's ’s 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. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities CertificatesSecurities, 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 CertificatesSecurities.

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. (b) Notwithstanding any other provision of this Agreement, transfers and exchanges of Trust Preferred Securities Certificates and beneficial interests in a Book-Entry Trust Preferred Securities Certificate of the kinds specified in this Section 5.5(b) shall be made only in accordance with this Section 5.5(b). (i) Non-Book-Entry Trust Preferred Securities Certificate to Book-

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 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 (a) A registrar appointed by the Regular Trustees (the “Securities Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Security Register register (the “Securities Register”) in which, subject to such reasonable regulations as it may prescribe, the Security Securities 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 Securities Registrar. ; any successor Securities Registrar shall be appointed by the Regular Trustees. (b) 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 not less than two Regular Trustees 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 representing the same number of a like aggregate Liquidation Amount Trust Preferred Securities dated the date of authentication execution by the Administrative Trustee or Regular 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 The Securities Registrar shall not be required to register or cause to be registered the transfer of any Trust Preferred Securities Certificate after such Trust Preferred Securities have been called for redemption, during the period from 15 days before mailing of notice of redemption and ending on such notice date or after the Liquidation Date. (c) Trust Preferred Securities presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Regular Trustees and the Security Securities Registrar duly executed by the Holder or such Holder's ’s 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. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities CertificatesSecurities, 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 CertificatesSecurities.

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.

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 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 (a) A registrar appointed by the Regular Trustees (the "Securities Registrar") shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Security Register register (the "Securities Register") in which, subject to such reasonable regulations as it may prescribe, the Security Securities 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 Securities Registrar. ; any successor Securities Registrar shall be appointed by the Regular Trustees. (b) 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 not less than two Regular Trustees 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 representing the same number of a like aggregate Liquidation Amount Trust Preferred Securities dated the date of authentication execution by the Administrative Trustee or Regular 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 The Securities Registrar shall not be required to register or cause to be registered the transfer of any Trust Preferred Securities Certificate after such Trust Preferred Securities have been called for redemption, during the period from 15 days before mailing of notice of redemption and ending on such notice date or after the Liquidation Date. (c) Trust Preferred Securities presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Regular Trustees 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 cancelled and subsequently disposed of by the Security Registrar Property Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities CertificatesSecurities, 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 CertificatesSecurities.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. (a) The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8 hereof, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Securities Certificates (herein referred to as 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 hereof in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. The Property Trustee shall be the initial Security Securities Registrar. . (b) Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8 hereof, the Administrative Trustees shall executeor any one of them shall, if the requirements for such transfer, as set forth herein and on the Trust Preferred Securities Certificate, are met, execute by manual or facsimile signature and deliver and the Property Trustee shall, upon written order of one of the Administrative Trustees on behalf of the Trust, authenticate and deliver make available for delivery, 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 effective 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 hereof. The procedures for exchanges shall be the same for transfers as set forth in this Subsection 5.4(b). (c) The Trust Preferred Securities Certificates shall bear certain legends identifying certain restrictions regarding the transfer of the Trust Preferred Securities represented thereby, the first of which is referred to herein as the “Restricted Securities Legend.” The legends shall not be removed; provided, however, that the Restricted Securities Legend may be removed if the Administrative Trustees receive such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Administrative Trustees, that neither the Restricted Securities Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act. Upon provision of such satisfactory evidence, the Property Trustee, at the written direction of the Administrative Trustees, shall authenticate and deliver Trust Preferred Securities Certificates that do not bear the Restricted Securities Legend. (d) Except as permitted by Section 5.4(c) above, each Trust Preferred Security Certificate shall bear the legends in substantially the following form and a Trust Preferred Security Certificate shall not be transferred except in compliance with such legends, unless otherwise determined by the Administrative Trustees, upon the advice of counsel, in accordance with applicable law: THIS TRUST PREFERRED SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS TRUST PREFERRED SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (i) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS THE OWNER OF THIS TRUST PREFERRED SECURITY (OR ANY PREDECESSOR OF THIS TRUST PREFERRED SECURITY) OR (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE “RESALE RESTRICTION TERMINATION DATE”) THE HOLDER OF THIS TRUST PREFERRED SECURITY BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE TRUST TO OFFER, SELL OR OTHERWISE TRANSFER THIS TRUST PREFERRED SECURITY ONLY (A) TO THE TRUST OR AN AFFILIATE OF THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS TRUST PREFERRED SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS TRUST PREFERRED SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE TRUST’S AND THE ADMINISTRATIVE TRUSTEES’ RIGHTS PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST AND THE ADMINISTRATIVE TRUSTEES TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS CERTIFICATE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE TRUST PREFERRED SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS TRUST PREFERRED SECURITY OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS TRUST PREFERRED SECURITY MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS TRUST PREFERRED SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE DISTRIBUTIONS ON THIS TRUST PREFERRED SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS TRUST PREFERRED SECURITY. IN CONNECTION WITH ANY TRANSFER., THE HOLDER WILL DELIVER TO THE SECURITIES REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED TRUST AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (e) Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or 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, and, in the case of Trust Preferred Securities Certificates bearing the Restricted Securities Legends, accompanied by certification(s) in a form substantially similar to the Letters of Representations attached as Exhibit E and Exhibit F, as applicable, and evidence reasonably satisfactory to the Property Trustee or the Securities Registrar as to the compliance with the restrictions set forth in the Restricted Securities Legend. When Trust Preferred Securities Certificates are presented to the Securities Registrar to register the transfer of such certificates or to exchange such certificates which become mutilated, destroyed, defaced, stolen or lost, for an equal number of Trust Preferred Securities Certificates, the Securities Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions are met. 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 customary practice. The Trust shall not be required to (i) issue, register the transfer of, or exchange any Trust Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Trust Preferred Securities called for redemption and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Trust Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Trust Preferred Securities being redeemed in part. (f) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, 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. (g) Trust Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Trust Preferred Security not made in accordance with this Trust Agreement shall be null and void. A Trust Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Preferred Security as provided in this Section 5.4. (h) Prior to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities. (i) Subsequent to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities subsequent to the Resale Restriction Termination Date having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities. (j) Upon issuance of the Trust Preferred Securities to the Initial Purchaser, it is understood and agreed by all Parties hereto that the Initial Purchaser is proposed to be the interim holder of the Trust Preferred Securities and is purchasing such securities to facilitate consummation of the transactions contemplated herein and in the documents ancillary hereto; therefore, any provision in this Trust Agreement to the contrary not withstanding, the Initial Purchaser shall be permitted to transfer title in and to the Trust Preferred Securities to any entity, provided the Initial Purchaser takes reasonable steps to ensure that any such transfer is exempt from registration under the Securities Act of 1933, as amended, and rules promulgated thereunder, and for purposes of any such transfer, each party to this Trust Agreement hereby waives any and all rights to receive (i) an Opinion of Counsel, Certificate of Transfer or any other Opinion, Certificate or information to which they are otherwise entitled under this Section 5.4 or elsewhere in this Trust Agreement, or (ii) to restrict in any way the Initial Purchaser’s transfer of the Trust Preferred Securities in the aforesaid manner. Furthermore, upon the Initial Purchaser’s submission of the Trust Preferred Certificate to the Property Trustee for cancellation, an Administrative Trustee shall cause to be prepared, authenticated (as set forth in Section 5.3) and delivered to the acquirer thereof, a new Trust Securities Certificate for Seven Thousand (7,000) Trust Preferred Securities having an aggregate Liquidation Amount of Seven Million Dollars ($7,000,000).

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. (a) The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8 hereof, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Securities Certificates (herein referred to as 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 hereof in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. The Property Trustee shall be the initial Security Securities Registrar. . (b) Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8 hereof, the Administrative Trustees shall executeor any one of them shall, if the requirements for such transfer, as set forth herein and on the Trust Preferred Securities Certificate, are met, execute by manual or facsimile signature and deliver and the Property Trustee shall, upon written order of one of the Administrative Trustees on behalf of the Trust, authenticate and deliver make available for delivery, 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 effective 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. The procedures for exchanges shall be the same for transfers as set forth in this Subsection 5.4(b). (c) The Trust Preferred Securities Certificates shall bear certain legends identifying certain restrictions regarding the transfer of the Trust Preferred Securities represented thereby, the first of which is referred to herein as the "Restricted Securities Legend." The legends shall not be removed; provided, however, that the Restricted Securities Legend may be removed if the Administrative Trustees receive such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Administrative Trustees, that neither the Restricted Securities Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act. Upon provision of such satisfactory evidence, the Property Trustee, at the written direction of the Administrative Trustees, shall authenticate and deliver Trust Preferred Securities Certificates that do not bear the Restricted Securities Legend. (d) Except as permitted by Section 5.4(c), each Trust Preferred Security Certificate shall bear the legends in substantially the following form and a Trust Preferred Security Certificate shall not be transferred except in compliance with such legends, unless otherwise determined by the Administrative Trustees, upon the advice of counsel, in accordance with applicable law: THIS TRUST PREFERRED SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS TRUST PREFERRED SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (i) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS THE OWNER OF THIS TRUST PREFERRED SECURITY (OR ANY PREDECESSOR OF THIS TRUST PREFERRED SECURITY) OR (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE") THE HOLDER OF THIS TRUST PREFERRED SECURITY BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE TRUST TO OFFER, SELL OR OTHERWISE TRANSFER THIS TRUST PREFERRED SECURITY ONLY (A) TO THE TRUST OR AN AFFILIATE OF THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS TRUST PREFERRED SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS TRUST PREFERRED SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE TRUST'S AND THE ADMINISTRATIVE TRUSTEES' RIGHTS PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST AND THE ADMINISTRATIVE TRUSTEES TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS CERTIFICATE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE TRUST PREFERRED SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS TRUST PREFERRED SECURITY OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS TRUST PREFERRED SECURITY MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS TRUST PREFERRED SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE DISTRIBUTIONS ON THIS TRUST PREFERRED SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS TRUST PREFERRED SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITIES REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED TRUST AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (e) Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or 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, and, in the case of Trust Preferred Securities Certificates bearing the Restricted Securities Legends, accompanied by certification(s) in a form substantially similar to the Letters of Representations attached as Exhibit E and Exhibit F, as applicable, and evidence reasonably satisfactory to the Property Trustee or the Securities Registrar as to the compliance with the restrictions set forth in the Restricted Securities Legend. When Trust Preferred Securities Certificates are presented to the Securities Registrar to register the transfer of such certificates or to exchange such certificates which become mutilated, destroyed, defaced, stolen or lost, for an equal number of Trust Preferred Securities Certificates, the Securities Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions are met. 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 customary practice. The Trust shall not be required to (i) issue, register the transfer of, or exchange any Trust Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Trust Preferred Securities called for redemption and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Trust Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Trust Preferred Securities being redeemed in part. (f) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, 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. (g) Trust Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Trust Preferred Security not made in accordance with this Trust Agreement shall be null and void. A Trust Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Preferred Security as provided in this Section 5.4. (h) Prior to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities. (i) Subsequent to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities subsequent to the Resale Restriction Termination Date having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities.

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 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 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 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 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. 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 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. (b) Notwithstanding any other provision of this Agreement, transfers and exchanges of Trust Preferred Securities Certificates and beneficial interests in a Book-Entry Trust Preferred Securities Certificate of the kinds specified in this Section 5.5(b) shall be made only in accordance with this Section 5.5(b). 226 (i) Non-Book-Entry Trust Preferred Securities Certificate to Book-

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 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. (a) The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8 hereof, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Securities Certificates (herein referred to as 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 hereof in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. The Property Trustee shall be the initial Security Securities Registrar. . (b) Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8 hereof, the Administrative Trustees shall executeor any one of them shall, if the requirements for such transfer, as set forth herein and on the Trust Preferred Securities Certificate, are met, execute by manual or facsimile signature and deliver and the Property Trustee shall, upon written order of one of the Administrative Trustees on behalf of the Trust, authenticate and deliver make available for delivery, 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 effective 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. The procedures for exchanges shall be the same for transfers as set forth in this Subsection 5.4(b). (c) The Trust Preferred Securities Certificates shall bear certain legends identifying certain restrictions regarding the transfer of the Trust Preferred Securities represented thereby, the first of which is referred to herein as the "Restricted Securities Legend." The legends shall not be removed; provided, however, that the Restricted Securities Legend may be removed if the Administrative Trustees receive such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Administrative Trustees, that neither the Restricted Securities Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act. Upon provision of such satisfactory evidence, the Property Trustee, at the written direction of the Administrative Trustees, shall authenticate and deliver Trust Preferred Securities Certificates that do not bear the Restricted Securities Legend. (d) Except as permitted by Section 5.4(c), each Trust Preferred Security Certificate shall bear the legends in substantially the following form and a Trust Preferred Security Certificate shall not be transferred except in compliance with such legends, unless otherwise determined by the Administrative Trustees, upon the advice of counsel, in accordance with applicable law: THIS TRUST PREFERRED SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS TRUST PREFERRED SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (i) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS THE OWNER OF THIS TRUST PREFERRED SECURITY (OR ANY PREDECESSOR OF THIS TRUST PREFERRED SECURITY) OR (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE") THE HOLDER OF THIS TRUST PREFERRED SECURITY BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE TRUST TO OFFER, SELL OR OTHERWISE TRANSFER THIS TRUST PREFERRED SECURITY ONLY (A) TO THE TRUST OR AN AFFILIATE OF THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS TRUST PREFERRED SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS TRUST PREFERRED SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE TRUST'S AND THE ADMINISTRATIVE TRUSTEES' RIGHTS PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST AND THE ADMINISTRATIVE TRUSTEES TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS CERTIFICATE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE TRUST PREFERRED SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS TRUST PREFERRED SECURITY OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS TRUST PREFERRED SECURITY MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS TRUST PREFERRED SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE DISTRIBUTIONS ON THIS TRUST PREFERRED SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS TRUST PREFERRED SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITIES REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED TRUST AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (e) Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or 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, and, in the case of Trust Preferred Securities Certificates bearing the Restricted Securities Legends, accompanied by certification(s) in a form substantially similar to the Letters of Representations attached as Exhibit E and Exhibit F, as applicable, and evidence reasonably satisfactory to the Property Trustee or the Securities Registrar as to the compliance with the restrictions set forth in the Restricted Securities Legend. When Trust Preferred Securities Certificates are presented to the Securities Registrar to register the transfer of such certificates or to exchange such certificates which become mutilated, destroyed, defaced, stolen or lost, for an equal number of Trust Preferred Securities Certificates, the Securities Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions are met. 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 customary practice. The Trust shall not be required to (i) issue, register the transfer of, or exchange any Trust Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Trust Preferred Securities called for redemption and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Trust Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Trust Preferred Securities being redeemed in part. (f) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, 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. (g) Trust Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Trust Preferred Security not made in accordance with this Trust Agreement shall be null and void. A Trust Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Preferred Security as provided in this Section 5.4. (h) Prior to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities. (i) Subsequent to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities subsequent to the Resale Restriction Termination Date having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities.

Registration of Transfer and Exchange of Trust Preferred Securities Certificates. (a) The Security Registrar Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.085.8 hereof, a Security Register register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Trust Securities Certificates (herein referred to as 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 hereof in the case of the Trust Common Securities Certificates) and registration of transfers and exchanges of Trust Preferred Securities Certificates as herein provided. The Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. The Property Trustee shall be the initial Security Securities Registrar. . (b) Upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.8 hereof, the Administrative Trustees shall executeor any one of them shall, if the requirements for such transfer, as set forth herein and on the Trust Preferred Securities Certificate, are met, execute by manual or facsimile signature and deliver and the Property Trustee shall, upon written order of one of the Administrative Trustees on behalf of the Trust, authenticate and deliver make available for delivery, 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 effective 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. The procedures for exchanges shall be the same for transfers as set forth in this Subsection 5.4(b). (c) The Trust Preferred Securities Certificates shall bear certain legends identifying certain restrictions regarding the transfer of the Trust Preferred Securities represented thereby, the first of which is referred to herein as the “Restricted Securities Legend.” The legends shall not be removed; provided, however, that the Restricted Securities Legend may be removed if the Administrative Trustees receive such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Administrative Trustees, that neither the Restricted Securities Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of the Securities Act. Upon provision of such satisfactory evidence, the Property Trustee, at the written direction of the Administrative Trustees, shall authenticate and deliver Trust Preferred Securities Certificates that do not bear the Restricted Securities Legend. (d) Except as permitted by Section 5.4(c), each Trust Preferred Security Certificate shall bear the legends in substantially the following form and a Trust Preferred Security Certificate shall not be transferred except in compliance with such legends, unless otherwise determined by the Administrative Trustees, upon the advice of counsel, in accordance with applicable law: THIS TRUST PREFERRED SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS TRUST PREFERRED SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (i) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS THE OWNER OF THIS TRUST PREFERRED SECURITY (OR ANY PREDECESSOR OF THIS TRUST PREFERRED SECURITY) OR (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE “RESALE RESTRICTION TERMINATION DATE”) THE HOLDER OF THIS TRUST PREFERRED SECURITY BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE TRUST TO OFFER, SELL OR OTHERWISE TRANSFER THIS TRUST PREFERRED SECURITY ONLY (A) TO THE TRUST OR AN AFFILIATE OF THE TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS TRUST PREFERRED SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS TRUST PREFERRED SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE TRUST’S AND THE ADMINISTRATIVE TRUSTEES’ RIGHTS PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST AND THE ADMINISTRATIVE TRUSTEES TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS CERTIFICATE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE TRUST PREFERRED SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS TRUST PREFERRED SECURITY OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS TRUST PREFERRED SECURITY MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS TRUST PREFERRED SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE DISTRIBUTIONS ON THIS TRUST PREFERRED SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS TRUST PREFERRED SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITIES REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED TRUST AGREEMENT TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (e) Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or 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, and, in the case of Trust Preferred Securities Certificates bearing the Restricted Securities Legends, accompanied by certification(s) in a form substantially similar to the Letters of Representations attached as Exhibit E and Exhibit F, as applicable, and evidence reasonably satisfactory to the Property Trustee or the Securities Registrar as to the compliance with the restrictions set forth in the Restricted Securities Legend. When Trust Preferred Securities Certificates are presented to the Securities Registrar to register the transfer of such certificates or to exchange such certificates which become mutilated, destroyed, defaced, stolen or lost, for an equal number of Trust Preferred Securities Certificates, the Securities Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions are met. 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 customary practice. The Trust shall not be required to (i) issue, register the transfer of, or exchange any Trust Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Trust Preferred Securities called for redemption and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Trust Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Trust Preferred Securities being redeemed in part. (f) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, 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. (g) Trust Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Trust Preferred Security not made in accordance with this Trust Agreement shall be null and void. A Trust Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Preferred Security as provided in this Section 5.4. (h) Prior to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities. (i) Subsequent to the Resale Restriction Termination Date, Trust Preferred Securities may only be transferred in a minimum aggregate Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred Securities subsequent to the Resale Restriction Termination Date having an aggregate Liquidation Amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee shall be deemed not to be a Holder of such Trust Preferred Securities for any purpose, including, but not limited to, the receipt of Distributions on such Trust Preferred Securities, and such purported transferee shall be deemed to have no interest whatsoever in such Trust Preferred Securities.

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. (b) Notwithstanding any other provision of this Agreement, transfers and exchanges of Trust Preferred Securities Certificates and beneficial interests in a Book-Entry Trust Preferred Securities Certificate of the kinds specified in this Section 5.5(b) shall be made only in accordance with this Section 5.5(b). (i) Non-Book-Entry Trust Preferred Securities Certificate to Book-

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. (b) Notwithstanding any other provision of this Agreement, transfers and exchanges of Trust Preferred Securities Certificates and beneficial interests in a Book-Entry Trust Preferred Securities Certificate of the kinds specified in this Section 5.5(b) shall be made only in accordance with this Section 5.5(b). (i) Non-Book-Entry Trust Preferred Securities Certificate to Book-Entry Trust Preferred Securities Certificate. If the Holder of a Trust Preferred Securities Certificate (other than a Book-Entry Trust Preferred Securities Certificate) wishes at any time to transfer all or any portion of such Trust Preferred Securities Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Book-Entry Trust Preferred Securities Certificate, such transfer may be effected only in accordance with the provisions of this Clause (b)(i) and subject to the Applicable Procedures. Upon receipt by the Securities Registrar of such Trust Preferred Securities Certificate as provided in Section 5.5(a) and instructions satisfactory to the Securities Registrar directing that a beneficial interest in the Book-Entry Trust Preferred Securities Certificate of a specified number of Trust Preferred Securities not greater than the number of Trust Preferred Securities represented by such Trust Preferred Securities Certificate be credited to a specified Clearing Agency Participant's account, then the Securities Registrar shall cancel such Trust Preferred Securities Certificate (and issue a new Trust Preferred Securities Certificate in respect of any untransferred portion thereof) as provided in Section 5.5(a) and increase the aggregate Liquidation Amount of the Book-Entry Trust Preferred Securities Certificate by the Liquidation Amount represented by such Trust Preferred Securities so transferred as provided in Section 5.4(c). 238 (ii) Non-Book-Entry Trust Preferred Securities Certificate to Non-Book-Entry Trust Preferred Securities Certificate. 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 Section 5.5(a). (iii) Exchanges between Book-Entry Trust Preferred Securities Certificate and Non-Book-Entry Trust Preferred Securities Certificate. A beneficial interest in a Book-Entry Trust Preferred Securities Certificate may be exchanged for a Trust Preferred Securities Certificate that is not a Book-Entry Trust Preferred Securities Certificate as provided in Section 5.4.

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. (b) Notwithstanding any other provision of this Agreement, transfers and exchanges of Trust Preferred Securities Certificates and beneficial interests in a Book-Entry Trust Preferred Securities Certificate of the kinds specified in this Section 5.5(b) shall be made only in accordance with this Section 5.5(b). 239 (i) Non-Book-Entry Trust Preferred Securities Certificate to Book-

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.

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 5.08Corporate Trust Office, 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 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 at all times also be the initial Security Securities Registrar. Upon The provisions of Article VIII shall apply to the Property Trustee in its role as Securities Registrar. (b) Subject to Section 5.7(d), upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.085.7(f), the Administrative Trustees or any one of them shall executeexecute by manual or facsimile signature and deliver to the Property Trustee, and upon receipt thereof 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 as may be required by this Trust Agreement 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 Certificate to be exchanged at the office or agency maintained pursuant to Section 5.085.7(f). Whenever any Trust Preferred Securities Certificates are so surrendered for exchange, the Administrative Trustees or any one of them shall execute by manual or facsimile signature and deliver to the Property Trustee, and upon receipt thereof the Property Trustee shall authenticate and deliver, the Trust Preferred Securities Certificates that the Holder making the exchange is entitled to receive. (c) The Securities Registrar shall not be required, (i) to issue, register the transfer of or exchange any Preferred Security during a period beginning at the opening of business fifteen (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 Preferred Security so selected for redemption in whole or in part, except, in the case of any such Preferred Security to be redeemed in part, any portion thereof not to be redeemed. (d) 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 Administrative Trustees and the Security Registrar attached hereto as Exhibit C duly executed by the Holder or such Holder's ’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. . (e) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, but the Security Registrar or Property Trustee on behalf of the Administrative Trustees 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. (f) The Administrative Trustees shall designate an office or offices or agency or agencies where Trust Preferred Securities Certificates may be surrendered for registration of transfer or exchange, and initially designate the Corporate Trust Office as its office and agency for such purposes. The Administrative Trustees shall give prompt written notice to the Depositor, the Property Trustee and to the Holders of any change in the location of any such office or agency.

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 [ ], (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.