Common use of Responsibilities of the Sponsor Clause in Contracts

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust, execute and file with the Commission the registration statement on Form S-3 pertaining to the Preferred Securities, including any amendments thereto and to register the Preferred Securities Guarantee related thereto; (b) to determine the jurisdictions in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictions; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing or quotation of the Preferred Securities; (d) to prepare for filing by the Trust, execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into and deliver the Purchase Agreement providing for the sale of the Preferred Securities.

Responsibilities of the Sponsor. In connection with the issue ------------------------------- and sale of the Trust Preferred SecuritiesSecurities (including, from time to time, Tranches thereof), the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust, execute and file Trust with the Commission under the Securities Act or the Exchange Act one or more registration statement statements on Form S-3 pertaining to the Preferred Securitiesapplicable forms, including any amendments thereto thereto, pertaining to the Trust Preferred Securities, the Guarantee and to register the Preferred Securities Guarantee related theretoDebentures; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsorunderwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to the The New York Stock Exchange Exchange, Inc. or any other national stock exchange or the Nasdaq National Stock Market for listing or quotation upon notice of the issuance of any Trust Preferred Securities;, the Guarantee and the Debentures; and (d) to prepare for filing by the Trust, execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into of and deliver to execute on behalf of the Purchase Agreement Trust an underwriting agreement and other related agreements providing for the each sale of the Trust Preferred Securities.

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trustprepare, execute and file on behalf of the Trust an application to the New York Stock Exchange or any other national stock exchange or the NASDAQ Stock Market for listing upon notice of issuance of any Preferred Securities, the Guarantee and the Debentures; (b) to prepare, execute and file on behalf of the Trust with the Commission under the Securities Act or the Exchange Act one or more registration statement statements on Form S-3 the applicable forms, including any amendments thereto, pertaining to the Preferred Securities, including any amendments thereto the Guarantee and to register the Preferred Securities Guarantee related theretoDebentures; (bc) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictions; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing or quotation of the Preferred Securities;States; and (d) to prepare for filing by the Trust, execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into of and deliver to execute on behalf of the Purchase Agreement Trust an underwriting agreement and other related agreements providing for the sale of the Preferred Securities.

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust, execute and file with the Commission the registration statement on Form S-3 pertaining to the Preferred SecuritiesRegistration Statement, including any amendments thereto and to register the Preferred Securities Guarantee related or supplements thereto; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing or quotation of the Preferred Securities; (d) if required, to prepare for filing by the Trust, execute and file Trust with the Commission a registration statement on Form 8-A, including any amendments thereto, A relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into and deliver of the Purchase Underwriting Agreement providing for the sale of the Preferred Securities.

Responsibilities of the Sponsor. In connection with the issue issuance and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust, execute and file with the Commission the registration statement on Form S-3 pertaining to the Preferred Securities, including any amendments thereto and to register the Preferred Securities Guarantee related thereto; (b) to determine the jurisdictions in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictions; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing or quotation of the Preferred Securities; (d) to prepare for filing by the Trust, execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into and deliver the Purchase Underwriting Agreement providing for the sale of the Preferred Securities.

Responsibilities of the Sponsor. In connection with the issue and sale of the Trust Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing and file by the Trust, execute and file Trust with the Commission the registration statement on Form S-3 pertaining to the Preferred SecuritiesRegistration Statement, including any amendments thereto and to register the Preferred Securities Guarantee related thereto; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing or quotation of the Trust Preferred Securities; (d) to prepare for filing by the Trust, execute and file Trust with the Commission a registration statement on Form 8-A, including any amendments thereto, A relating to the registration of the Trust Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and; (e) to negotiate the terms of, execute, enter into and deliver of the Purchase Underwriting Agreement providing for the sale of the Trust Preferred Securities; and (f) to execute and deliver to the depository of the Trust Preferred Securities such certificates and authorizations requested or required thereby and the prior acts of the Sponsor with respect thereto are ratified and approved in all respects.

Responsibilities of the Sponsor. In connection with the issue and sale of the Convertible Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities:activities (except to the extent that the Regular Trustees have also been granted authority with respect to certain of such activities pursuant to Section 3.6): (ai) to prepare for filing by the Trust, execute and file with the Commission and execute on behalf of the Trust one or more registration statement statements on Form S-3 pertaining to the Preferred Securities(or other applicable form), including any amendments thereto and thereto, relating to register the resale of Convertible Preferred Securities Guarantee related theretoSecurities; (bii) to determine the States and foreign jurisdictions in which to take appropriate action to qualify or register for sale all or part of the Convertible Preferred Securities in any jurisdiction in which the Sponsor has determined to qualify or register for sale or resale such Convertible Preferred Securities and to do any and all such acts, other than actions which that must be taken by the Trust, and to advise the Trust of actions it must take, and to prepare for execution and filing and execute on behalf of the Trust any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States and foreign jurisdictions; (ciii) if deemed necessary or advisable by the Sponsor, to prepare or cause to be prepared for filing by and to execute on behalf of the Trust Trust, an application to PORTAL, the New York Stock Exchange or any other national stock exchange or the Nasdaq Stock Market's National Market for listing or quotation of the Convertible Preferred Securities; (div) to prepare and execute on behalf of the Trust letters, documents, or instruments for filing with DTC relating to the Convertible Preferred Securities; (v) to prepare for filing by with the Commission, and to execute on behalf of the Trust, execute and file with at such time as may be determined by the Commission Sponsor, a registration statement on Form 8-A, including any amendments thereto, thereto relating to the registration of the Convertible Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (evi) to negotiate the terms of, execute, enter into of the Registration Rights Agreement and deliver the Purchase Agreement other related agreements providing for the sale resale of the Convertible Preferred SecuritiesSecurities and to execute such documents on behalf of the Trust.

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare the Offering Memorandum, in preliminary and final form, and to prepare for filing by the Trust, execute and file Trust with the Commission the registration statement on Form S-3 pertaining to the Preferred Securitiesand execute any Registration Statement, including any amendments thereto and to register thereto, as contemplated by the Preferred Securities Guarantee related theretoRegistration Rights Agreement; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing and execute any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing or quotation of the Preferred Securities; (d) to prepare for filing by the Trust, execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Capital Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (ed) to negotiate the terms of, execute, enter into and deliver the Purchase Agreement providing and the Registration Rights Agreement. (e) to give the Sponsor and the Property Trustee prompt written notice of the occurrence of a Special Event; (f) to establish a record date with respect to all actions to be taken hereunder that require a record date to be established, including and with respect to, for the sale purposes of Section 316(c) of the Preferred SecuritiesTrust Indenture Act, Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders with respect to such actions and applicable record dates.

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust, execute and file Trust with the Commission under the Securities Act or the Exchange Act, and execute on behalf of the Trust, one or more registration statement statements on Form S-3 pertaining to the Preferred Securitiesapplicable forms, including any amendments thereto thereto, pertaining to the Capital Securities, the Guarantee and to register the Preferred Securities Guarantee related theretoDebentures; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by to negotiate the Sponsorterms of, and execute, an underwriting agreement and other related agreements providing for the sale of the Capital Securities; (d) to prepare for filing by the Trust an application to file with the New York Stock Exchange or any other national stock exchange or the The Nasdaq National Market for listing or quotation (each, an "Exchange") and execute on behalf of the Preferred Securities; (d) Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to prepare for filing by cause the Trust, execute and file with the Commission a registration statement Capital Securities to be listed on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments theretoExchanges; and (e) to negotiate the terms of, execute, enter into execute and deliver letters or documents to, or instruments for filing with, a depository relating to the Purchase Agreement providing for the sale Capital Securities of the Preferred SecuritiesTrust.

Responsibilities of the Sponsor. In connection with the issue and sale of the Trust Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by by, and execute on behalf of, the Trust, execute and file Trust with the Commission the a registration statement on Form S-3 pertaining in relation to the Trust Preferred SecuritiesSecurities and the Trust Preferred Securities Guarantee, including any amendments thereto and to register the Preferred Securities Guarantee related thereto; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and the Trust Preferred Securities Guarantee and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution filing and filing execute any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by by, and execute on behalf of, the Trust an application to the New York Stock Exchange Exchange, Inc. or any other national stock exchange or the Nasdaq National Market for listing upon notice of issuance of any Trust Preferred Securities and, if deemed necessary or quotation of the Preferred Securities; (d) to prepare for filing advisable by the TrustSponsor, execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Trust Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into and deliver the Purchase Agreement providing for the sale of the Preferred Securities.Guarantee;

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare the Offering Memorandum, in preliminary and final form, and to prepare for filing by the Trust, execute and file Trust with the Commission the registration statement on Form S-3 pertaining to the Preferred Securitiesany Registration Statement, including any amendments thereto and to register thereto, as contemplated by the Preferred Securities Guarantee related theretoRegistration Rights Agreement; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to permit the New York Stock Exchange Capital Securities to trade or be quoted or listed in or on the PORTAL market, or any other national stock exchange securities exchange, quotation system or the Nasdaq Stock Market's National Market for listing or quotation of the Preferred SecuritiesMarket; (d) to prepare for filing by the Trust, execute and file Trust with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Capital Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into and deliver the Purchase Agreement, the Registration Rights Agreement providing for and the sale of the Preferred SecuritiesLiquidated Damages Agreement.

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare the Offering Memorandum and to prepare for filing by the Trust, execute and file Trust with the Commission the registration statement on Form S-3 pertaining to the Preferred Securitiesany Registration Statement, including any amendments thereto and to register thereto, as contemplated by the Preferred Securities Guarantee related theretoRegistration Rights Agreement; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to permit the New York Stock Exchange Capital Securities to trade or be quoted or listed in or on the PORTAL market, or any other national stock exchange securities exchange, quotation system or the Nasdaq Stock Market's National Market for listing or quotation of the Preferred SecuritiesMarket; (d) to prepare for filing by the Trust, execute and file Trust with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Capital Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into and deliver of the Purchase Agreement and the Registration Rights Agreement providing for the sale and registration of the Preferred Capital Securities.

Responsibilities of the Sponsor. In connection with the issue and sale ----------- ------------------------------- of the Preferred Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust, execute and file Trust with the Commission under the Securities Act or the Exchange Act, and execute on behalf of the Trust, one or more registration statement statements on Form S-3 pertaining to the Preferred Securitiesapplicable forms, including any amendments thereto thereto, pertaining to the Capital Securities, the Guarantee and to register the Preferred Securities Guarantee related theretoDebentures; (b) to determine the jurisdictions in which to take appropriate action to qualify or register for sale all or part of the Preferred Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsjurisdiction; (c) [if deemed necessary or advisable so determined by the Sponsor] [in accordance with Section 7.8], to prepare for filing by the Trust an application to the New York Stock Exchange NYSE [or any other national stock exchange or the Nasdaq National Market automated quotation system] for listing [or quotation quotation] upon notice of issuance of the Preferred Capital Securities; (d) to prepare for filing by the Trust, execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (ed) to negotiate the terms of, and execute, enter into an underwriting agreement and deliver the Purchase Agreement other related agreements providing for the sale of the Preferred Capital Securities.

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Capital Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare the Offering Memorandum and to prepare for filing by the Trust, execute and file Trust with the Commission the registration statement on Form S-3 pertaining to the Preferred Securitiesany Registration Statement, including any amendments thereto and to register thereto, as contemplated by the Preferred Securities Guarantee related theretoRegistration Rights Agreement; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to permit the New York Stock Exchange Capital Securities to trade or be quoted or listed in or on the PORTAL market, or any other national stock exchange securities exchange, quotation system or the Nasdaq Stock Market's National Market for listing or quotation of the Preferred SecuritiesMarket; (d) to prepare for filing by the Trust, execute and file Trust with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Capital Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments theretoif required; and (e) to negotiate the terms of, execute, enter into and deliver of the Purchase Agreement and the Registration Rights Agreement providing for the sale and registration of the Preferred Capital Securities.

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the TrustProspectus in preliminary and final form, execute and to prepare and file the Registration Statement and any other necessary documents with the Commission the registration statement on Form S-3 pertaining to the Preferred SecuritiesCommission, including any amendments thereto and to register the Preferred Securities Guarantee related theretopay any registration fees in connection therewith; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust an application to permit the New York Stock Exchange Preferred Securities to trade or be quoted or listed in or on the National Market System or any other national stock securities exchange or the Nasdaq National Market for listing or quotation of the Preferred Securitiessystem; (d) to prepare for filing by the Trust, execute and file Trust with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into and deliver of the Purchase Underwriting Agreement providing for the sale of the Preferred Securities.

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust, To execute and file with the Commission the registration statement on Form S-3 pertaining to the Preferred SecuritiesS-3, including any amendments thereto and thereto, pertaining to register the Trust Preferred Securities Guarantee related theretoSecurities; (b) to determine To execute and file any documents or take any action as determined necessary by the jurisdictions Sponsor in which to take appropriate action order to qualify or register for sale all or part of the Trust Preferred Securities and to do in any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsjurisdiction; (c) if deemed necessary or advisable by the Sponsor, to prepare for filing by the Trust To execute and file an application to the New York Stock Exchange Exchange, Inc. or any other national stock exchange or the Nasdaq Stock Market's National Market System for listing or quotation upon notice of issuance of the Trust Preferred Securities; (d) to prepare for filing by the Trust, To execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Trust Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and; (e) to negotiate the terms ofTo negotiate, execute, execute and enter into and deliver the Purchase Agreement an underwriting agreement or purchase agreement providing for the sale of the Trust Preferred Securities; (f) To execute and enter into the Agreement of Limited Partnership; (g) To execute and enter into a letter of representation with DTC and to take such other action as may be necessary to cause the Trust Preferred Securities to be entered into DTC's book-entry-only system; and (h) To execute all documents or instruments, or perform all duties and powers, and do all things for or on behalf of the Trust in all matters necessary or incidental to the foregoing.

Responsibilities of the Sponsor. In connection with the issue and sale of the Trust Preferred SecuritiesSecurities (including, from time to time, Tranches thereof), the Sponsor shall have the exclusive right and responsibility to engage in the following activities:activities (and any action taken by the Sponsor in furtherance of the following prior to the date of this Trust Agreement are hereby ratified and confirmed in all respects): (a) to prepare for filing by the Trust, execute and file Trust with the Commission under the Securities Act or the Exchange Act one or more registration statement statements on Form S-3 pertaining to the Preferred Securitiesapplicable forms, including any amendments thereto thereto, pertaining to the Trust Preferred Securities, the Guarantee and to register the Preferred Securities Guarantee related theretoDebentures; (b) to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable by the Sponsorunderwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to the The New York Stock Exchange Exchange, Inc. or any other national stock exchange or the Nasdaq National Stock Market for listing or quotation upon notice of the issuance of any Trust Preferred Securities;, the Guarantee and the Debentures; and (d) to prepare for filing by the Trust, execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and (e) to negotiate the terms of, execute, enter into of and deliver to execute on behalf of the Purchase Agreement Trust an underwriting agreement and other related agreements providing for the each sale of the Trust Preferred Securities.

Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) if deemed necessary by the Sponsor and not performed by the Sponsor prior to the date of this Trust Agreement pursuant to the Original Trust Agreement, to prepare for filing by the Trust, execute and file Trust with the Commission the registration statement on Form S-3 pertaining and to the Preferred Securitiesexecute any Registration Statement (including a prospectus contained therein and any prospectus supplement relating thereto), including any amendments thereto and to register the Preferred Securities Guarantee related thereto, as contemplated by Section 3.6(b)(i); (b) if deemed necessary by the Sponsor and not performed by the Sponsor prior to the date of this Trust Agreement pursuant to the Original Trust Agreement, to determine the jurisdictions States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts, other than actions which that must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such jurisdictionsStates; (c) if deemed necessary or advisable desirable by the Sponsor, to prepare for filing by the Trust an application to permit the New York Stock Exchange Preferred Securities to trade or be quoted or listed on any other national stock exchange securities exchange, quotation system or the Nasdaq Stock Market's National Market for listing or quotation of the Preferred SecuritiesMarket; (d) if deemed necessary or desirable by the Sponsor, to prepare for and execute for filing by the Trust, execute and file Trust with the Commission a registration statement on Form 8-A, including any amendments thereto, relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, as the case may be, including any amendments thereto; and; (e) if deemed necessary by the Sponsor and not performed by the Sponsor prior to the date of this Trust Agreement pursuant to the Original Trust Agreement, to negotiate the terms of, execute, enter into and deliver the Purchase of an Underwriting Agreement providing for the offering and sale of the Preferred Securities; and (f) if deemed necessary by the Sponsor and not performed by the Sponsor prior to the date of this Trust Agreement pursuant to the Original Trust Agreement, to negotiate the terms of the Debenture Subscription Agreement and the Common Securities Subscription Agreement.