Common use of Rights of Holders Clause in Contracts

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor Company has failed to make a Guarantee Paymentguarantee payment, any Holder a holder of the Preferred Securities may directly institute a proceeding against the Guarantor Company for enforcement of this the Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Person. (c) Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Paymentsubsection 5.4(b), any Holder of the Preferred Securities may directly institute a proceeding proceedings against the Guarantor for enforcement to obtain Guarantee Payments in respect of the Preferred Securities owned by such Holder, without first waiting to determine if the Preferred Guarantee Trustee has enforced this Preferred Securities Guarantee for such payment, without or first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorPerson.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the [Preferred Trust] Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If Guarantee Agreement, provided, however, that, subject to Section 3.01, the Preferred Securities Guarantee Trustee fails shall have the right to decline to follow any such direction if the Guarantee Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Guarantee Trustee in good faith shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders not party to such direction, and provided further that nothing in this Trust Agreement shall impair the right of the Guarantee Trustee to take any action deemed proper by the Guarantee Trustee which is not inconsistent with such direction; and (iv) any Holder may enforce this Preferred Securities GuaranteeGuarantee Agreement, any Holder of the Preferred Securities may or institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee Agreement without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee Trustee, or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorPerson.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. Guarantee Agreement; and (biv) If if the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities GuaranteeGuarantee Agreement after a Holder has made a written request for the Guarantee Trustee to do so, any Holder of may, to the Preferred Securities may extent permitted by law, institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities GuaranteeGuarantee Agreement, without first instituting a legal proceeding against the IssuerGuarantee Trustee, the Preferred Securities Guarantee Trustee Issuer or any other person or entityPerson. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee Agreement for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action on this Guarantee Agreement be brought first against the Issuer or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entityPerson. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any Holder a holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this the Preferred Securities Security Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action on this Preferred Securities Guarantee be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Trust Preferred Securities Guarantee Trustee fails to enforce this its rights under the Trust Preferred Securities Guarantee, any Guarantee after a Holder of the Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Trust Preferred Securities Guarantee Trustee's rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Trust Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Paymentguarantee payment, any a Holder of the Trust Preferred Securities may directly institute a proceeding in such Holder's own name against the Guarantor for enforcement of this the Trust Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Trust Preferred Securities Guarantee Trustee fails to enforce this such Trust Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Trust Preferred Securities Guarantee Trustee's rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Trust Preferred Securities Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this the Trust Preferred Securities Guarantee for such paymentpayment to the Holder of the principal of or interest on the Debentures on or after the respective due dates specified in the Debentures, without first instituting a legal proceeding against and the Issuer, amount of the payment will be based on the Holder's pro rata share of the amount due and owing on all of the Trust Preferred Series Guarantee Trustee or any other person or entitySecurities. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. Guarantee Agreement; and (biv) If if the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities GuaranteeGuarantee Agreement after a Holder has made a written request for the Guarantee Trustee to do so, any Holder of may, to the Preferred Securities may extent permitted by law, institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities GuaranteeGuarantee Agreement, without first instituting a legal proceeding against the IssuerGuarantee Trustee, the Preferred Securities Guarantee Trustee Issuer or any other person or entityPerson. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee Agreement for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives waives, any right or remedy to require that any action on this Guarantee Agreement be brought first against the Issuer or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Trust Preferred Securities Guarantee Trustee fails to enforce this its rights under the Trust Preferred Securities Guarantee, any Guarantee after a Holder of the Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Trust Preferred Securities Guarantee Trustee's rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Trust Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Paymentguarantee payment, any a Holder of the Trust Preferred Securities may directly institute a proceeding in such Holder's own name against the Guarantor for enforcement of this the Trust Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation preference amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee; provided, that, (1) such direction shall not be in conflict with any rule of law or with this Trust Preferred Guarantee, (2) the Trust Preferred Guarantee Trustee may take any other action deemed proper by the Trust Preferred Guarantee Trustee which is not inconsistent with such direction, and (3) subject to the provisions of Section 2.10, the Trust Preferred Guarantee Trustee shall have the right to decline to follow any such direction if a Responsible Officer of the Trust Preferred Guarantee Trustee shall determine in good faith that the proceeding so directed would involve the Trust Preferred Guarantee Trustee in personal liability. (b) If the Notwithstanding any other provision of this Trust Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, the right of any Holder of the Trust Preferred Securities may to receive Guarantee Payments if and when due, or to institute a legal proceeding directly against suit for the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities any Guarantee for Payment on and after the date such paymentGuarantee Payment was due, shall be absolute and unconditional and shall not be impaired without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantorconsent of such Holder.

Rights of Holders. (a1) The Issuer expressly acknowledges that (i) this Preferred Securities Guarantee will be deposited with the Preferred Guarantee Trustee to be held for the benefit of the Holders and (ii) the Preferred Guarantee Trustee has the right to enforce this Preferred Securities Guarantee on behalf of the Holders. (2) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided, however, that, subject to Section 3.1, the Preferred Guarantee Trustee shall have the right to decline to follow any such direction if the Preferred Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Preferred Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Preferred Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Preferred Guarantee Trustee in personal liability. (b3) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, then any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this the Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against payment to the Issuer, Holder of the Preferred Series Guarantee Trustee Securities of the principal of or any other person interest on the Debentures on or entityafter the respective due dates specified in the Debentures, and the amount of the payment will be based on the Holder's pro rata share of the amount due and owing on all of the Preferred Securities. The Guarantor hereby waives any right or remedy to require that any action on this Preferred Securities Guarantee be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities GuaranteeGuarantee Agreement; provided that: (i) Such direction shall not be in conflict with any rule of law or with this Guarantee Agreement; (ii) The Guarantee Trustee may take any other action deemed proper by the Guarantee Trustee which is not inconsistent with such direction; and (iii) Subject to the provisions of Section 3.01, the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee in good faith shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine that the proceeding so directed would involve the Guarantee Trustee in personal liability, against which adequate indemnity, in the opinion of the Guarantee Trustee, has not been provided. (b) If the Preferred Securities Guarantee Trustee fails to enforce its rights under this Preferred Securities GuaranteeGuarantee Agreement, any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's ’s rights under this Preferred Securities GuaranteeGuarantee Agreement, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any . (c) A Holder of the Trust Preferred Securities may also directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, Guarantor to enforce such Holder’s right to receive payment under this Guarantee Agreement without first (i) directing the Preferred Series Guarantee Trustee to enforce the terms of this Guarantee Agreement or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first (ii) instituting a legal proceeding directly against the Issuer or any other person Person or entity before proceeding directly against the Guarantorentity.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights of such Holder under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. Notwithstanding the foregoing, if the Guarantor has failed to make a required Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such Guarantee Payment.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Series A Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series A Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities GuaranteeGuarantee provided, however, that, subject to Section 3.1, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series A Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series A Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders of the Company Preferred Securities; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders of the Company Preferred Securities; (iii) the Holders of a Majority in Liquidation Amount liquidation preference of the Company Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. Guarantee Agreement; and (biv) If to the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guaranteefullest extent permitted by law, without first instituting a legal proceeding against the Issuerneed for any other action of any person, including the Preferred Securities Guarantee Trustee or any other person Holder of Trust Preferred Securities or entity. Notwithstanding Company Preferred Securities, each Holder of Trust Preferred Securities or Company Preferred Securities will be entitled to enforce the rights of the Holders of the Company Preferred Securities Guarantee Trustee to enforce under this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives waives, any right or remedy to require that any action on this Guarantee Agreement be brought first against the Issuer LLC or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's ’s rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Series B Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series B Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities GuaranteeGuarantee provided, however, that, subject to Section 3.1, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series B Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series B Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of the conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the obligations of the Guarantor under this Trust Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person Person. (c) If an Indenture Event of Default constituting the failure to pay interest, principal or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementpremium, if any, on the Guarantor Debentures on the date such interest, principal or premium, if any, is otherwise payable has failed to make occurred and is continuing, then a Guarantee Payment, any Holder of the Trust Preferred Securities may directly institute a proceeding against directly, at any time on or after the Guarantor for enforcement of this Preferred Securities Guarantee respective due date specified in the Debentures for such payment, without first instituting institute a legal proceeding against for enforcement of payment to such Holder of the Issuerinterest, principal or premium, if any, on the Debentures having a principal amount equal to the aggregate liquidation amount of the Trust Preferred Series Guarantee Trustee or Securities of such Holder. The Holders of Trust Preferred Securities will not be able to exercise directly any other person or entity. The Guarantor waives any right or remedy available to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against holders of the GuarantorDebentures unless the Property Trustee (as defined in the Indenture) fails to do so.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. (c) No holder of any Security shall have any right by virtue or by availing of any provision of a Guarantee to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Guarantee or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to the Securities specifying such Event of Default; (ii) the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder; (iii) such holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby; and (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding and (v) during such 60 day period, the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction inconsistent with the request. Notwithstanding anything contained herein to the contrary, any other provisions of this Guarantee, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of series. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Rights of Holders. (a) The Holders of at least a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, then any Holder of Securities may, subject to the Preferred Securities may subordination provisions of Section 6.2, institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's ’s rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementIn addition, if the Guarantor has failed to make a Guarantee Payment, any a Holder of Securities may, subject to the Preferred Securities may subordination provisions of Section 6.2, directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities the Guarantee for such paymentpayment to the Holder of the Securities of the principal of or interest on the Junior Subordinated Debt Securities on or after the respective due dates specified in the Junior Subordinated Debt Securities, without first instituting a legal proceeding against and the Issuer, amount of the Preferred Series Guarantee Trustee or any other person or entitypayment will be based on the Holder’s pro rata share of the amount due and owing on all of the Securities. The Guarantor hereby waives any right or remedy to require that any action on this Guarantee be brought first against the Issuer Trust or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Trust Preferred Securities Guarantee Trustee fails to enforce this its rights under the Trust Preferred Securities Guarantee, any Guarantee after a Holder of the Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may institute a legal proceeding directly against the New Guarantor to enforce the Trust Preferred Securities Guarantee Trustee's ’s rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Trust Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the New Guarantor has failed to make a Guarantee Paymentguarantee payment, any a Holder of the Trust Preferred Securities may directly institute a proceeding in such Holder’s own name against the New Guarantor for enforcement of this the Trust Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The New Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the New Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided however, that (subject to Section 3.1) the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being advised by counsel determines that the action or proceedings directed may not lawfully be taken or if the Guarantor Trustee in good faith by its board of directors or trustees, executive committees or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any such action be brought first against the Issuer or any other person or entity Person before so proceeding directly against the Guarantor. (c) The Guarantor expressly acknowledges that (i) this Preferred Securities Guarantee will be deposited with the Guarantee Trustee to be held for the benefit of the Holders and (ii) the Guarantee Trustee has the right to enforce this Preferred Securities Guarantee on behalf of the Holders.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Trust Guarantee Trustee in respect of this Preferred Securities Trust Guarantee or exercising any trust or power conferred upon the Preferred Securities Trust Guarantee Trustee under this Preferred Securities Trust Guarantee. (b) If the Preferred Securities Trust Guarantee Trustee fails to enforce this its rights under the Trust Guarantee after a Holder of Trust Preferred Securities Guaranteehas made a written request, any such Holder of the Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Trust Guarantee Trustee's rights under this Preferred Securities Trust Guarantee, without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Trust Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Trust Preferred Securities may directly institute a proceeding in such Holder's own name against the Guarantor for enforcement of this Preferred Securities the Trust Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer Trust, the Trust Guarantee Trustee or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; provided, however, that, subject to Section 3.1, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee, upon advice of counsel, shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Guarantee Trustee, upon advice of counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity Person before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Trust Preferred Securities Guarantee, any Holder of the Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Trust Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Trust Preferred Securities Guarantee for such payment.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce its rights under this Preferred Securities Guarantee, any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this the Preferred Securities Security Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action on this Preferred Securities Guarantee be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities GuaranteeGuarantee Agreement; provided that: (i) Such direction shall not be in conflict with any rule of law or with this Guarantee Agreement; (ii) The Guarantee Trustee may take any other action deemed proper by the Guarantee Trustee which is not inconsistent with such direction; and (iii) Subject to the provisions of Section 3.1, the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee in good faith shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine that the proceeding so directed would involve the Guarantee Trustee in personal liability, against which adequate indemnity, in the opinion of the Guarantee Trustee, has not been provided. (b) If the Preferred Securities Guarantee Trustee fails to enforce its rights under this Preferred Securities GuaranteeGuarantee Agreement, any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's ’s rights under this Preferred Securities GuaranteeGuarantee Agreement, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any . (c) A Holder of the Trust Preferred Securities may also directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, Guarantor to enforce such Holder’s right to receive payment under this Guarantee Agreement without first (i) directing the Preferred Series Guarantee Trustee to enforce the terms of this Guarantee Agreement or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first (ii) instituting a legal proceeding directly against the Issuer or any other person Person or entity before proceeding directly against the Guarantorentity.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Convertible Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Convertible Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Convertible Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Convertible Preferred Securities Guarantee, any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the obligations of the Guarantor under this Convertible Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives Company has waived any right or remedy to require that any action be brought first just against the Issuer Trust, or any other person or entity entity, before proceeding directly against the GuarantorCompany. (c) If an event of default with respect to the Convertible Debentures constituting the failure to pay interest or principal on the Convertible Debentures on the date such interest or principal is otherwise payable has occurred and is continuing, then a Holder of Convertible Preferred Securities may directly, at any time, institute a proceeding for enforcement of payment to such Holder of the principal of or interest on the Convertible Debentures having a principal amount equal to the aggregate liquidation amount of the Convertible Preferred Securities of such Holder on or after the respective due date specified in the Convertible Debentures. The Holders of Convertible Preferred Securities will not be able to exercise directly any other remedy available to the holders of the Convertible Debentures unless the Property Trustee (as defined in the Indenture) fails to do so.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee, provided, that, subject to Section 3.1, the Trust Preferred Guarantee Trustee shall have the right to decline to follow any such direction if the Trust Preferred Guarantee Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trust Preferred Guarantee Trustee in good faith by its board or trustees, executive committee, or a trust committee of directors or trustees, and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Trust Preferred Guarantee Trustee in personal liability. (b) If the Trust Preferred Securities Guarantee Trustee fails to enforce this its rights under the Trust Preferred Securities Guarantee, any Guarantee after a Holder of the Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Trust Preferred Securities Guarantee Trustee's rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Trust Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Trust Preferred Securities may directly institute a proceeding in such Holder's own name against the Guarantor for enforcement of this the Trust Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person Person. (c) If an Event of Default with respect to the Debentures (an "Indenture Event of Default"), constituting the failure to pay interest or entity. Notwithstanding principal on the rights Debentures on the date such interest or principal is otherwise payable (or in the case of any redemption, the redemption date) has occurred and is continuing, then a Holder of Preferred Securities may directly, at any time, institute a proceeding for enforcement of payment to such Holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if of such Holder on or after the Guarantor has failed to make a Guarantee Payment, any Holder of respective due date (or redemption date) specified in the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorDebentures.

Rights of Holders. (a) The Holders of at least a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, then any Holder of Securities may, subject to the Preferred Securities may subordination provisions of Section 6.2, institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's ’s rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementIn addition, if the Guarantor has failed fails to make a Guarantee Payment, any a Holder of Securities may, subject to the Preferred Securities may subordination provisions of Section 6.2, directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities the Guarantee for such paymentpayment to the Holder of the Securities of the principal of or interest on the Junior Subordinated Debt Securities on or after the respective due dates specified in the Junior Subordinated Debt Securities, without first instituting a legal proceeding against and the Issuer, amount of the Preferred Series Guarantee Trustee or any other person or entitypayment will be based on the Holder’s pro rata share of the amount due and owing on all of the Securities. The Guarantor hereby waives any right or remedy to require that any action on this Guarantee be brought first against the Issuer Trust or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred Capital Securities Guarantee, any Holder of the Preferred Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Capital Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Capital Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Capital Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Capital Securities Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Series A Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series A Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; provided, however, that, subject to the duties and responsibilities of the Trustee pursuant to the Indenture, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series A Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series A Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided, however, that, subject to Section 3.1, the Preferred Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Preferred Securities Guarantee Trustee shall reasonably and in good faith determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Preferred Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Preferred Securities Guarantee Trustee reasonably and in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Preferred Securities Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's ’s rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Trust Common Securities have the right to direct the time, method and place of the conducting of any proceeding for any remedy available to the Preferred Securities Common Guarantee Trustee in respect of this Preferred Trust Common Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Common Guarantee Trustee under this Preferred Trust Common Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred obligations of the Guarantor under this Trust Common Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Common Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementPerson, if and the Guarantor has failed hereby waives any right to make a Guarantee Payment, require that any Holder of the Preferred Securities may directly institute a such legal proceeding be brought first against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the IssuerTrust, the Preferred Series Common Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity Person before proceeding directly against the Guarantor. (c) If an Indenture Event of Default constituting the failure to pay interest, principal or premium, if any, on the Debentures on the date such interest, principal or premium, if any, is otherwise payable has occurred and is continuing, then a Holder may directly, at any time on or after the respective due date specified in the Debentures for such payment, institute a proceeding for enforcement of payment to such Holder of the interest, principal or premium, if any, on the Debentures having a principal amount equal to the aggregate liquidation amount of the Trust Common Securities of such Holder. The Holders will not be able to exercise directly any other remedy available to the holders of the Debentures unless the Property Trustee (as defined in the Indenture) fails to do so.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation preference of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person Person. (c) If an Event of Default with respect to the Debentures (an "Indenture Event of Default"), constituting the failure to pay interest or entity. Notwithstanding principal on the rights Debentures on the date such interest or principal is otherwise payable (or in the case of any redemption, the redemption date) has occurred and is continuing, then a Holder of Preferred Securities may directly, at any time, institute a proceeding for enforcement of payment to such Holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if of such Holder on or after the Guarantor has failed to make a Guarantee Payment, any Holder of respective due date (or redemption date) specified in the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorDebentures.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trusteesuch Holder's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder may, subject to the subordination provisions of the Preferred Securities may Section 6.2, directly institute a proceeding against the Guarantor for enforcement of this the Preferred Securities Guarantee for such paymentpayment to the Holder of the principal of or interest on the Debentures on or after the respective due dates specified in the Debentures, without first instituting a legal proceeding against and the Issuer, amount of the payment will be based on the Holder's pro rata share of the amount due and owing on all of the Preferred Series Guarantee Trustee or any other person or entitySecurities. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities Guarantee, without first insti tuting a legal proceeding against the Issuer, the Preferred Guarantee Trustee or any other Person. (c) Notwithstanding subsection 5.4(b), any Holder of Preferred Securities may directly institute proceedings against the Guarantor to obtain Guarantee Payments in respect of the Preferred Securities owned by such Holder, without first waiting to determine if the Preferred Guarantee Trustee has enforced this Preferred Securities Guarantee or first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorPerson.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Capital Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Capital Guarantee Trustee under this Preferred Capital Securities Guarantee. (b) If the Preferred Securities Capital Guarantee Trustee fails to enforce this Preferred Capital Securities Guarantee, then any Holder of the Preferred Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Capital Guarantee Trustee's rights under this Preferred Capital Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Capital Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Capital Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred the Capital Securities Guarantee for such paymentpayment to the Holder of the Capital Securities of the principal of or interest on the Debentures on or after the respective due dates specified in the Debentures, without first instituting a legal proceeding against and the Issuer, amount of the Preferred Series Guarantee Trustee or any other person or entitypayment will be based on the Holder's pro rata share of the amount due and owing on all of the Capital Securities. The Guarantor hereby waives any right or remedy to require that any action on this Capital Securities Guarantee be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding in such Holder's own name against the Guarantor for enforcement of this the Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee TrusteeTrustee 's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights . (c) Any Holder of the Preferred Securities Guarantee Trustee shall have the right, which is absolute and unconditional, to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may proceed directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities to obtain Guarantee for such paymentPayments, without first waiting to determine if the Preferred Guarantee Trustee has enforced this Preferred Security Guarantee or instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. . (d) The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee; provided, that, (1) such direction shall not be in conflict with any rule of law or with this Trust Preferred Guarantee, (2) the Trust Preferred Guarantee Trustee may take any other action deemed proper by the Trust Preferred Guarantee Trustee which is not inconsistent with such direction, and (3) subject to the provisions of Section 2.10, the Trust Preferred Guarantee Trustee shall have the right to decline to follow any such direction if a Responsible Officer of the Trust Preferred Guarantee Trustee shall determine in good faith that the proceeding so directed would involve the Trust Preferred Guarantee Trustee in personal liability. (b) If the Notwithstanding any other provision of this Trust Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, the right of any Holder of the Trust Preferred Securities may to receive Guarantee Payments if and when due, or to institute a legal proceeding directly against suit for the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities any Guarantee for Payment on and after the date such paymentGuarantee Payment was due, shall be absolute and unconditional and shall not be impaired without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantorconsent of such Holder.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities Preference Shares have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any its rights under the Guarantee after a Holder of the Preferred Securities Preference Shares has made a written request, such Holder of Preference Shares may institute a legal proceeding directly against the Guarantor and Holdings to enforce the Preferred Securities Guarantee Trustee's ’s rights under Article 5 or Article 7 of this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has and Holdings have failed to make a Guarantee Payment, any a Holder of the Preferred Securities Preference Shares may directly institute a proceeding in such Holder’s own name against the Guarantor and Holdings for enforcement of Article 5 of this Preferred Securities Guarantee for such payment. (c) For so long as any Preference Shares remain outstanding, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives Holder of Preference Shares may exercise directly any right or remedy power of a Holder of Preference Shares under this Section 2.08. (d) The guarantee herein is a guarantee of payment under the Preference Shares. As a result, in no event shall the rights to require that take remedial action under this Guarantee result in any action be brought first against Holder of Preference Shares receiving any amount in excess of the Issuer amounts due to such Holder in accordance with the terms of the Articles and the Preference Shares, or receiving any other person or entity before proceeding directly against amount due and payable to such Holder as a Holder of Preference Shares sooner than the Guarantortime at which such Holder is entitled to receive such amounts in accordance with the terms of the Indenture, the Securities, the Articles and the Preference Shares.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Preferred Partnership Securities Guarantee will be deposited with the Partnership Guarantee Trustee to be held for the benefit of the Holders; (ii)in the event of the appointment of a Special Representative to, among other things, enforce this Preferred Partnership Securities Guarantee, the Special Representative may take possession of this Preferred Partnership Securities Guarantee for such purposes, (iii) if no Special Representative has been appointed, the Partnership Guarantee Trustee has the right to enforce this Preferred Partnership Securities Guarantee on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount Preference of the Preferred Partnership Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Partnership Guarantee Trustee or the Special Representative in respect of this Preferred Partnership Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Partnership Securities Guarantee. ; and (biv) If if either the Preferred Securities Partnership Guarantee Trustee or the Special Representative fails to enforce its rights under this Preferred Partnership Securities GuaranteeGuarantee after a Holder has made a written request therefor, any such Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Partnership Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Special Representative, the Partnership Guarantee Trustee Trustee, or any other person or entityPerson. Notwithstanding If a Special Representative has been appointed, this Special Representative may enforce the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of Holders under this Preferred Partnership Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorGuarantee.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided, that, (1) such direction shall not be in conflict with any rule of law or with this Guarantee, (2) the Guarantee Trustee may take any other action deemed proper by the Guarantee Trustee which is not inconsistent with such direction, and (3) subject to the provisions of Section 2.10, the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee in good faith shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine that the proceeding so directed would involve the Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce its rights under this Guarantee after a Holder of Trust Preferred Securities Guaranteehas made a written request, any such Holder of the Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's ’s rights under this Preferred Securities GuaranteeArticle IV, without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Trust Preferred Securities may directly institute a proceeding in such Holder’s own name against the Guarantor for enforcement of this Preferred Securities Guarantee Article IV for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or to direct the exercise or exercising of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; provided however, that -------- ------- (subject to Section 3.1) the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Guarantor Trustee in good faith by its board of directors or trustees, executive committees or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's Trustee s rights under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any such action be brought first against the Issuer or any other person or entity Person before so proceeding directly against the Guarantor.

Rights of Holders. (a) The Issuer expressly acknowledges that (i) this Preferred Securities Guarantee will be deposited with the Preferred Guarantee Trustee to be held for the benefit of the Holders and (ii) the Preferred Guarantee Trustee has the right to enforce this Preferred Securities Guarantee on behalf of the Holders. (b) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided, however, that, subject to -------- ------- Section 3.1, the Preferred Guarantee Trustee shall have the right to decline to follow any such direction if the Preferred Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Preferred Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Preferred Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Preferred Guarantee Trustee in personal liability. (bc) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Series A Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Series A Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Series A Guarantee; provided, however, that (subject to Sections 3.1 and 3.2) the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being advised by legal counsel determines that the action or proceeding so directed may not lawfully be taken or if the Guarantee Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Series A Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Series A Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any such action be brought first against the Issuer Issuer, the Guarantee Trustee or any other person or entity Person before so proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities QUIPS have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities QUIPS Guarantee Trustee in respect of this Preferred Securities QUIPS Guarantee or exercising any trust or power conferred upon the Preferred Securities QUIPS Guarantee Trustee under this Preferred Securities QUIPS Guarantee; provided however, that (subject to Section 3.1) the QUIPS Guarantee Trustee shall have the right to decline to follow any such direction if the QUIPS Guarantee Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the QUIPS Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the QUIPS Guarantee Trustee in good faith by its board of directors or trustees, executive committees or a trust committee or directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the QUIPS Guarantee Trustee in personal liability. (b) If the Preferred Securities QUIPS Guarantee Trustee fails to enforce this Preferred Securities such QUIPS Guarantee, any such Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities QUIPS Guarantee Trustee's rights under this Preferred Securities QUIPS Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series QUIPS Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights . (c) Any Holder of the Preferred Securities Guarantee Trustee shall have the right, which is absolute and unconditional, to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may proceed directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities to obtain Guarantee for such paymentPayments, without first waiting to determine if the Preferred Guarantee Trustee has enforced this Preferred Security Guarantee or instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. . (d) The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided, however, that, subject to Section 3.1, the Preferred Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Preferred Securities Guarantee Trustee shall reasonably and in good faith determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Preferred Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Preferred Securities Guarantee Trustee reasonably and in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Preferred Securities Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation preference amount of the Company Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Company Preferred Securities Guarantee Trustee in respect of this Company Preferred Securities Guarantee or exercising any trust or power conferred upon the Company Preferred Securities Guarantee Trustee under this Company Preferred Securities Guarantee; provided, that, (1) such direction shall not be in conflict with any rule of law or with this Company Preferred Guarantee, (2) the Company Preferred Guarantee Trustee may take any other action deemed proper by the Company Preferred Guarantee Trustee which is not inconsistent with such direction, and (3) subject to the provisions of Section 2.10, the Company Preferred Guarantee Trustee shall have the right to decline to follow any such direction if a Responsible Officer of the Company Preferred Guarantee Trustee shall determine in good faith that the proceeding so directed would involve the Company Preferred Guarantee Trustee in personal liability. (b) If Notwithstanding any other provision of this Company Preferred Guarantee, the right of any Holder of Company Preferred Securities to receive Company Preferred Guarantee Trustee fails Payments if and when due, or to enforce institute suit for the enforcement of any Company Preferred Guarantee Payment on and after the date such Company Preferred Guarantee Payment was due, shall be absolute and unconditional and shall not be impaired without the consent of such Holder. (c) Notwithstanding any other provision of this Company Preferred Securities Guarantee, for so long as the Initial Holder is the Holder of any Company Preferred Securities, any Holder of the Trust Preferred Securities may institute a legal proceeding shall have the right to exercise directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantorpower of a Holder of Company Preferred Securities with a corresponding liquidation preference amount under this Section 2.08.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Series B Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series B Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred Series B Capital Securities Guarantee, any Holder of the Preferred Series B Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series B Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Capital Securities Guarantee Trustee to enforce this Series B Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Series B Capital Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Series B Capital Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Capital Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities TECONS have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities TECONS may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder of TECONS may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Trust Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Trust Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Preferred Securities Trust Guarantee Trustee fails to enforce this its rights under the Trust Preferred Securities Guarantee, any Guarantee after a Holder of the Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Trust Guarantee Trustee's rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Trust Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Paymentguarantee payment, any a Holder of the Trust Preferred Securities may directly institute a proceeding in such Holder's own name against the Guarantor for enforcement of this the Trust Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer Trust or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Issuer expressly acknowledges that (i) this Preferred Securities Guarantee will be deposited with the Preferred Guarantee Trustee to be held for the benefit of the Holders and (ii) the Preferred Guarantee Trustee has the right to enforce this Preferred Securities Guarantee on behalf of the Holders. (b) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided, however, that, subject to Section 3.1, the Preferred -------- ------- Guarantee Trustee shall have the right to decline to follow any such direction if the Preferred Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Preferred Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Preferred Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Preferred Guarantee Trustee in personal liability. (bc) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights obligations of the Guarantor under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person Person. (c) If an Event of Default with respect to the Debentures (an "Indenture Event of Default"), constituting the failure to pay interest or entity. Notwithstanding principal on the rights Debentures on the date such interest or principal is otherwise payable has occurred and is continuing, then a Holder of Preferred Securities may, to the extent permissible under applicable law and Section 5.2 of this Preferred Securities Guarantee, directly, at any time, institute a proceeding for enforcement of payment to such Holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Preferred Securities Guarantee Trustee of such Holder on or after the respective due date specified in the Debentures. The Holders of Preferred Securities will not be able to enforce this Guarantee Agreement, if exercise directly any other remedy available to the Guarantor has failed to make a Guarantee Payment, any Holder holders of the Preferred Securities may directly institute a proceeding against Debentures unless the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against Property Trustee (as defined in the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy Indenture) fails to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantordo so.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Capital Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series A Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; provided, however, ------------------ that, subject to the duties and responsibilities of the Trustee pursuant to the Indenture, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series A Capital Securities Guarantee, any Holder of the Preferred Series A Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series A Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Capital Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series B Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; provided, however, -------- ------- that, subject to the duties and responsibilities of the Trustee pursuant to the Indenture, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series B Capital Securities Guarantee, any Holder of the Preferred Series B Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series B Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Preferred Trust Securities Guarantee will be deposited with the Trust Guarantee Trustee to be held for the benefit of the Holders; (ii) if an Event of Default or a Trust Enforcement Event has occurred and is continuing, the Trust Guarantee Trustee has the right to enforce this Preferred Trust Securities Guarantee on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Trust Guarantee Trustee in respect of this Preferred Trust Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Trust Guarantee Trustee under this Preferred Trust Securities Guarantee. ; and (biv) If if the Preferred Securities Trust Guarantee Trustee fails to enforce its rights under this Preferred Trust Securities GuaranteeGuarantee after a Holder has made a written request therefor, any such Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Trust Guarantee Trustee's rights under this Preferred Trust Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Trust Guarantee Trustee or any other person or entityPerson. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee PaymentPayment when due, any a Holder of the Preferred Securities may directly institute a proceeding in that Holder's own name against the Guarantor for enforcement of this Preferred Trust Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer Issuer, the Trust Guarantee Trustee or any other person or entity Person before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of the conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights and the obligations of the Guarantor under this Trust Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementPerson, if and the Guarantor has failed hereby waives any right to make a Guarantee Payment, require that any Holder of the Preferred Securities may directly institute a such legal proceeding be brought first against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the IssuerTrust, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity Person before proceeding directly against the Guarantor. (c) If an Indenture Event of Default constituting the failure to pay interest, principal or premium, if any, on the Debentures on the date such interest, principal or premium, if any, is otherwise payable has occurred and is continuing, then a Holder may directly, at any time on or after the respective due date specified in the Debentures for such payment, institute a proceeding for enforcement of payment to such Holder of the interest, principal or premium, if any, on the Debentures having a principal amount equal to the aggregate liquidation amount of the Trust Preferred Securities of such Holder. The Holders will not be able to exercise directly any other remedy available to the holders of the Debentures unless the Property Trustee (as defined in the Indenture) fails to do so.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Series B Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series B Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities GuaranteeGuarantee provided, however, that, subject to the duties and responsibilities of the Trustee pursuant to the Indenture, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series B Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series B Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.or

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Trust Guarantee Trustee in respect of this Preferred Securities Guarantee Trust Guaranty or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Trust Guarantee Trustee under this Preferred Securities GuaranteeTrust Guaranty. (b) If the Preferred Securities Trust Guarantee Trustee fails to enforce this Preferred Securities GuaranteeTrust Guaranty, then any Holder of Trust Securities may, subject to the Preferred Securities may subordination provisions of Section 2.2, institute a legal proceeding directly against the Parent Guarantor to enforce the Preferred Securities Trust Guarantee Trustee's rights under this Preferred Securities GuaranteeTrust Guaranty, without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Trust Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementIn addition, if the Parent Guarantor has failed to make a Guarantee Payment, any a Holder of Trust Securities may, subject to the Preferred Securities may subordination provisions of Section 2.2, directly institute a proceeding against the Parent Guarantor for enforcement of this Preferred Securities Guarantee Trust Guaranty for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entitypayment to such Holder. The Parent Guarantor hereby waives any right or remedy to require that any action on this Trust Guaranty be brought first against the Issuer Trust or any other person Person or entity before proceeding directly against the Parent Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, then any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities the Guarantee for such payment, without first instituting a legal proceeding against payment to the Issuer, Holder of the Preferred Series Guarantee Trustee Securities of the principal of or any other person interest on the Debentures on or entityafter the respective due dates specified in the Debentures, and the amount of the payment will be based on the Holder's pro rata share of the amount due and owing on all of the Preferred Securities. The Guarantor hereby waives any right or remedy to require require, that any action on this Guarantee be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Series A Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series A Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee; provided, however, that, subject to Section 3.1, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee, upon advice of counsel, shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Guarantee Trustee, upon advice of counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series A Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series A Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity Person before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; provided, however, that, subject to Section 3.01, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if it shall determine that the action or proceeding so directed would be unjustly prejudicial to Holders not taking part in such direction or if it were advised by counsel that such action or proceeding may not lawfully be taken or if a Responsible Officer of the Capital Securities Guarantee Trustee shall determine in good faith that such action or proceeding would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred Capital Securities GuaranteeGuarantee after the Holders of a Majority in liquidation amount of the Capital Securities have so directed the Capital Securities Guarantee Trustee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights and the obligations of the Guarantor under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor hereby waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity Person before proceeding directly against the Guarantor.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Capital Securities Guarantee Agreement will be deposited with the Capital Securities Guarantee Agreement Trustee to be held for the benefit of the Holders; (ii) the Capital Securities Guarantee Agreement Trustee has the right to enforce this Capital Securities Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Agreement Trustee in respect of this Preferred Capital Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Agreement Trustee under this Preferred Securities Guarantee. (b) If the Preferred Capital Securities Guarantee Agreement; provided, however, that (subject to Section 3.01) the Capital Securities Guarantee Agreement Trustee fails shall have the right to enforce this Preferred decline to follow any such direction if the Capital Securities GuaranteeGuarantee Agreement Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Guarantee Agreement Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Agreement Trustee in good faith by its board of directors or trustees, executive committee or a trust committee or directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Agreement Trustee in personal liability; and (iv) any Holder of the Preferred Capital Securities may institute institute, to the extent permissible under applicable law, a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Capital Securities Guarantee, Guarantee Agreement without first instituting a legal proceeding against the IssuerCapital Securities Guarantee Agreement Trustee, the Preferred Securities Guarantee Trustee Issuer or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Capital Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Capital Guarantee Trustee under this Preferred Capital Securities Guarantee; provided, however, that (subject to Section 3.1) the Capital Securities Trustee shall have the right to decline to follow any such direction that would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Trustee being advised by counsel determines that the action or proceeding directed may not be lawfully taken or if the Capital Securities Trustee in good faith by Responsible Officers shall determine that the action or proceedings so directed would be illegal or expose the Capital Securities Trustee to personal liability. (b) If the Preferred Securities Capital Guarantee Trustee fails to enforce its rights under this Preferred Capital Securities Guarantee, any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Capital Guarantee Trustee's ’s rights under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Capital Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any . (c) A Holder of the Preferred Capital Securities may also directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, Guarantor to enforce such Holder’s right to receive payment under this Capital Securities Guarantee without first (i) directing the Preferred Series Capital Guarantee Trustee to enforce the terms of this Capital Securities Guarantee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first (ii) instituting a legal proceeding directly against the Issuer or any other person Person or entity before proceeding directly against entity. (d) The Guarantor expressly acknowledges that (i) this Capital Securities Guarantee will be deposited with the GuarantorCapital Guarantee Trustee to be held for the benefit of the Holders and (ii) the Capital Guarantee Trustee has the right to enforce this Capital Securities Guarantee on behalf of the Holders.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Trust Guarantee Trustee in respect of this Preferred Securities Trust Guarantee or exercising any trust or power conferred upon the Preferred Securities Trust Guarantee Trustee under this Preferred Securities Trust Guarantee. (b) If the Preferred Securities Trust Guarantee Trustee fails to enforce this its rights under the Trust Guarantee after a Holder of Trust Preferred Securities Guaranteehas made a written request, any such Holder of the Trust Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Trust Guarantee Trustee's ’s rights under this Preferred Securities Trust Guarantee, without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Trust Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Trust Preferred Securities may directly institute a proceeding in such Holder’s own name against the Guarantor for enforcement of this Preferred Securities the Trust Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer Trust, the Trust Guarantee Trustee or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, then any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this the Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against payment to the Issuer, Holder of the Preferred Series Guarantee Trustee Securities of the principal of or any other person interest on the Debentures on or entityafter the respective due dates specified in the Debentures, and the amount of the payment will be based on the Holder's pro rata share of the amount due and owing on all of the Preferred Securities. The Guarantor hereby waives any right or remedy to require that any action on this Preferred Securities Guarantee be brought first against the Issuer or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, then any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this the Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against payment to the Issuer, Holder of the Preferred Series Guarantee Trustee Securities of the principal of or any other person interest on the Debentures on or entity. The Guarantor waives any right or remedy to require that any action after the respective due dates specified in the Debentures, and the amount of the payment will be brought first against based on the Issuer or any other person or entity before proceeding directly against Holder's pro rata share of the Guarantor.amount due and owing on all of the Preferred

Rights of Holders. (a) The Holders of at least a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, then any Holder of Securities may, subject to the Preferred Securities may subordination provisions of Section 6.3, institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementIn addition, if the Guarantor has failed to make a Guarantee Payment, any a Holder of Securities may, subject to the Preferred Securities may subordination provisions of Section 6.3, directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities the Guarantee for such paymentpayment to the Holder of the Securities of the principal of or interest on the Debt Securities on or after the respective due dates specified in the Debt Securities, without first instituting a legal proceeding against and the Issuer, amount of the Preferred Series Guarantee Trustee or any other person or entitypayment will be based on the Holder's pro rata share of the amount due and owing on all of the Securities. The Guarantor hereby waives any right or remedy to require that any action on this Guarantee be brought first against the Issuer Trust or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Series B Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Series B Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Series B Guarantee; PROVIDED, HOWEVER, that (subject to Sections 3.1 and 3.2) the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being advised by legal counsel determines that the action or proceeding so directed may not lawfully be taken or if the Guarantee Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Series B Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Series B Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any such action be brought first against the Issuer Issuer, the Guarantee Trustee or any other person or entity Person before so proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Series A Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series A Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities GuaranteeGuarantee provided, however, -------- ------- that, subject to Section 3.1, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series A Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series A Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If Guarantee Agreement, provided, however, that, subject to Section 3.01, the Preferred Securities Guarantee Trustee fails shall have the right to decline to follow any such direction if the Guarantee Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Guarantee Trustee in good faith shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders not party to such direction, and provided further that nothing in this Trust Agreement shall impair the right of the Guarantee Trustee to take any action deemed proper by the Guarantee Trustee which is not inconsistent with such direction; and (iv) any Holder may enforce this Preferred Securities GuaranteeGuarantee Agreement, any Holder of the Preferred Securities may or institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee Agreement without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee Trustee, or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorPerson.

Rights of Holders. (a) The Holders of at least a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, then any Holder of Securities may, subject to the Preferred Securities may subordination provisions of Section 6.2, institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementIn addition, if the Guarantor has failed to make a Guarantee Payment, any a Holder of Securities may, subject to the Preferred Securities may subordination provisions of Section 6.2, directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities the Guarantee for such paymentpayment to the Holder of the Securities of the principal of or interest on the Junior Subordinated Debt Securities on or after the respective due dates specified in the Junior Subordinated Debt Securities, without first instituting a legal proceeding against and the Issuer, amount of the Preferred Series Guarantee Trustee or any other person or entitypayment will be based on the Holder's pro rata share of the amount due and owing on all of the Securities. The Guarantor hereby waives any right or remedy to require that any action on this Guarantee be brought first against the Issuer Trust or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Capital Securities Guarantee, provided that, subject to Section 3.1, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee, in good faith, by its board of directors or trustees, executive committee, or a trust committee of directors or trustees, and/or Responsible Officers, shall determine that the action or proceeding so directed would involve the Capital Securities Guarantee Trustee in personal liability for which indemnification pursuant to Section 3.2(a)(vi) would not be sufficient. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entityPerson. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities the Capital Security Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action on this Capital Securities Guarantee be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of the conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights and the obligations the of the Guarantor under this Trust Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerTrust, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementPerson, if and the Guarantor has failed hereby waives any right to make a Guarantee Payment, require that any Holder of the Preferred Securities may directly institute a such legal proceeding be brought first against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the IssuerTrust, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity Person before proceeding directly against the Guarantor. (c) If an Indenture Event of Default constituting the failure to pay interest, principal or premium, if any, on the Debentures on the date such interest, principal or premium, if any, is otherwise payable has occurred and is continuing, then a Holder may directly, at any time on or after the respective due date specified in the Debentures for such payment, institute a proceeding for enforcement of payment to such Holder of the interest, principal or premium, if any, on the Debentures having a principal amount equal to the aggregate liquidation amount of the Trust Preferred Securities of such Holder. The Holders will not be able to exercise directly any other remedy available to the holders of the Debentures unless the Property Trustee (as defined in the Indenture) fails to do so.

Rights of Holders. The Guarantor and the Guarantee Trustee agree that: (ai) The this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. Guarantee Agreement, provided that (b1) If such direction shall not be in conflict with any rule of law or with this Guarantee Agreement, (2) the Preferred Securities Guarantee Trustee may take any other action deemed proper by the Guarantee Trustee which is not inconsistent with such direction, and (3) subject to the provisions of Section 3.1, the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee in good faith shall, by an officer or officers of the Guarantee Trustee, determine that the proceeding so directed would involve the Guarantee Trustee in personal liability; and (iv) if the Guarantee Trustee fails to enforce this Preferred Securities GuaranteeGuarantee Agreement, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities Guarantee, Guarantee Agreement without first instituting a legal proceeding against the IssuerGuarantee Trustee, the Preferred Securities Guarantee Trustee Trust or any other person or entityPerson. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee AgreementIn addition, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee the guarantee for such paymentpayment to the Holder of the principal of or interest on the Debentures on or after the respective due dates specified in the Debentures, without first instituting a legal proceeding against and the Issuer, amount of the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action payment will be brought first against based on the Issuer or any other person or entity before proceeding directly against Holder’s pro rata share of the Guarantoramount due and owing on all of the Trust Securities.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Asset Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Asset Trust Preferred Securities Guarantee Trustee in respect of this Asset Trust Preferred Securities Guarantee or exercising any trust or other power conferred upon the Asset Trust Preferred Securities Guarantee Trustee under this Asset Trust Preferred Securities Guarantee. (b) If the Asset Trust Preferred Securities Guarantee Trustee fails to enforce this Asset Trust Preferred Securities Guarantee, then any Holder of the Asset Trust Preferred Securities may may, subject to the subordination provisions of Section 6.2, institute a legal proceeding directly against the Guarantor to enforce the Asset Trust Preferred Securities Guarantee Trustee's rights under this Asset Trust Preferred Securities Guarantee, Guarantee without first instituting a legal proceeding against the IssuerAsset Trust, the Asset Trust Preferred Securities Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a an Asset Trust Preferred Guarantee Payment, any a Holder of the Asset Trust Preferred Securities may may, subject to the subordination provisions of Section 6.2, directly institute a proceeding against the Guarantor for enforcement of this the Asset Trust Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Holder's pro rata share of such Asset Trust Preferred Series Guarantee Trustee or any other person or entityPayment. The Guarantor hereby waives any right or remedy to require that any action on this Asset Trust Preferred Guarantee be brought first against the Issuer Asset Trust or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Issuer expressly acknowledges that (i) this Preferred Securities Guarantee will be deposited with the Preferred Guarantee Trustee to be held for the benefit of the Holders and (ii) the Preferred Guarantee Trustee has the right to enforce this Preferred Securities Guarantee on behalf of the Holders. (b) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee, including the giving of directions to the Preferred Guarantee Trustee, or exercising direct the Preferred Guarantee Trustee to exercise any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided, however, that, subject to Section 3.1, the Preferred Guarantee Trustee shall have the right to decline to follow any such direction if the Preferred Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Preferred Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Preferred Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Preferred Guarantee Trustee in personal liability. (bc) If the Preferred Securities Guarantee Trustee fails to enforce this such Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person Person. (c) If an Event of Default with respect to the Debentures (an "Indenture Event of Default''), constituting the failure to pay interest or entity. Notwithstanding principal on the rights Debentures on the date such interest or principal is otherwise payable has occurred and is continuing, then a holder of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this payment to such holder directly of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Preferred Securities Guarantee for of such payment, without first instituting a legal proceeding against holder on or after the Issuer, respective due date specified in the Debentures. The holders of Preferred Series Guarantee Trustee or Securities will not be able to exercise directly any other person or entity. The Guarantor waives any right or remedy available to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against holders of the GuarantorDebentures unless the Institutional Trustee fails to do so.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Series B Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series B Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; provided, however, -------- ------- that, subject to the duties and responsibilities of the Trustee pursuant to the Indenture, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series B Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series B Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; provided however, that (subject to Section 3.1) the Guarantee -------- ------- Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Guarantor Trustee in good faith by its board of directors or trustees, executive committees or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any such action be brought first against the Issuer or any other person or entity Person before so proceeding directly against the Guarantor. (c) The Guarantor expressly acknowledges that (i) this Capital Securities Guarantee will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Capital Securities Guarantee on behalf of the Holders.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities Preference Shares have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any its rights under the Guarantee after a Holder of the Preferred Securities Preference Shares has made a written request, such Holder of Preference Shares may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under Article 5 or Article 7 of this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities Preference Shares may directly institute a proceeding in such Holder's own name against the Guarantor for enforcement of Article 5 of this Preferred Securities Guarantee for such payment. (c) For so long as any Preference Shares remain outstanding, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives Holder of Preference Shares may exercise directly any right or remedy power of a Holder of Preference Shares under this Section 2.08. (d) The guarantee herein is a guarantee of payment under the Preference Shares. As a result, in no event shall the rights to require that take remedial action under this Guarantee result in any action be brought first against Holder of Preference Shares receiving any amount in excess of the Issuer amounts due to such Holder in accordance with the terms of the Articles and the Preference Shares, or receiving any other person or entity before proceeding directly against amount due and payable to such Holder as a Holder of Preference Shares sooner than the Guarantortime at which such Holder is entitled to receive such amounts in accordance with the terms of the Indenture, the Securities, the Articles and the Preference Shares.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Series A Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series A Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series A Capital Securities Guarantee. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred Series A Capital Securities Guarantee, any Holder of the Preferred Series A Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series A Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Capital Securities Guarantee Trustee to enforce this Series A Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Series A Capital Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Series A Capital Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Capital Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trust Preferred Securities Guarantee Trustee in respect of this Trust Preferred Securities Guarantee or exercising any trust or power conferred upon the Trust Preferred Securities Guarantee Trustee under this Trust Preferred Securities Guarantee. (b) If the Trust Preferred Securities Guarantee Trustee fails to enforce this such Trust Preferred Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Trust Preferred Securities Guarantee Trustee's ’s rights under this Trust Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Trust Preferred Securities Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this the Trust Preferred Securities Guarantee for such paymentpayment to the Holder of the principal of or interest on the Debentures on or after the respective due dates specified in the Debentures, without first instituting a legal proceeding against and the Issuer, amount of the payment will be based on the Holder’s pro rata share of the amount due and owing on all of the Trust Preferred Series Guarantee Trustee or any other person or entitySecurities. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person Person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Class B Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If the Preferred Securities Guarantee Trustee fails to enforce this its rights under the Guarantee after a Holder of Class B Preferred Securities Guaranteehas made a written request, any such Holder of the Class B Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under Article 5 of this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Class B Preferred Securities may directly institute a proceeding in such Holder's own name against the Guarantor for enforcement of Article 5 of this Preferred Securities Guarantee for such payment. (c) If, without first instituting and for so long as, a legal proceeding against Trust is the IssuerHolder of Class B Preferred Securities, the and any Trust Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives Securities remain outstanding, a Holder of Trust Securities may exercise directly any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantorpower of Holder of Class B Preferred Securities under this Section 2.08.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Securities then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. (b) If in the opinion of any Holder of any Preferred Securities the Preferred Securities Guarantee Trustee fails has failed to enforce this Preferred Securities Guarantee, any such Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor. Notwithstanding the foregoing, if the Guarantor has failed to make a guarantee payment, a Holder of Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Capital Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Capital Guarantee Trustee under this Preferred Capital Securities Guarantee; provided that: (i) Such direction shall not be in conflict with any rule of law or with this Capital Securities Guarantee; (ii) The Capital Guarantee Trustee may take any other action deemed proper by the Capital Guarantee Trustee which is not inconsistent with such direction; and (iii) Subject to the provisions of Section 3.1, the Capital Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Guarantee Trustee in good faith shall, by a Responsible Officer or Officers of the Capital Guarantee Trustee, determine that the proceeding so directed would involve the Capital Guarantee Trustee in personal liability, against which adequate indemnity, in the opinion of the Capital Guarantee Trustee, has not been provided. (b) If the Preferred Securities Capital Guarantee Trustee fails to enforce its rights under this Preferred Capital Securities Guarantee, any Holder of the Preferred Securities may directly institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Capital Guarantee Trustee's ’s rights under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Capital Guarantee Trustee or any other person Person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any . (c) A Holder of the Preferred Capital Securities may also directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, Guarantor to enforce such Holder’s right to receive payment under this Capital Securities Guarantee without first (i) directing the Preferred Series Capital Guarantee Trustee to enforce the terms of this Capital Securities Guarantee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first (ii) instituting a legal proceeding directly against the Issuer or any other person Person or entity before proceeding directly against the Guarantorentity.

Rights of Holders. The Guarantor and the Preferred Guarantee Trustee expressly acknowledge and agree as follows: (ai) The this Guarantee Agreement will be deposited with the Preferred Guarantee Trustee to be held for the benefit of the Holders; (ii) the Preferred Guarantee Trustee shall have the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders of representing not less than a Majority in Liquidation Amount liquidation amount of the Preferred Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Guarantee Agreement including the giving of directions to the Preferred Securities Guarantee Trustee, or exercising any trust or other power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee. Guarantee Agreement and (biv) If if the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities GuaranteeGuarantee Agreement, any Holder of Preferred Securities may, after a period of 90 days has elapsed from such Holder's written request to the Preferred Securities may Guarantee Trustee to enforce this Guarantee Agreement, institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities GuaranteeGuarantee Agreement, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee Trustee, or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorPerson.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Series B Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Capital Securities Guarantee Trustee in respect of this Preferred Series B Capital Securities Guarantee or exercising any trust or power conferred upon the Preferred Capital Securities Guarantee Trustee under this Preferred Series B Capital Securities Guarantee; provided, however, that, subject to Section 3.1, the Capital Securities Guarantee Trustee shall have the right to decline to follow any such direction if the Capital Securities Guarantee Trustee shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the Capital Securities Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Capital Securities Guarantee Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Capital Securities Guarantee Trustee in personal liability. (b) If the Preferred Capital Securities Guarantee Trustee fails to enforce this Preferred such Series B Capital Securities Guarantee, any Holder of the Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Capital Securities Guarantee Trustee's rights under this Preferred Series B Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Capital Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. The Guarantor expressly acknowl- edges that: (ai) The this QUIPS Guarantee Agreement will be deposited with the QUIPS Guarantee Agreement Trustee to be held for the benefit of the Holders; (ii) the QUIPS Guarantee Agreement Trustee has the right to enforce this QUIPS Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities QUIPS Guarantee Agreement Trustee in respect of this Preferred Securities QUIPS Guarantee Agreement or exercising any trust or power conferred upon the Preferred Securities QUIPS Guarantee Agreement Trustee under this Preferred Securities Guarantee. QUIPS Guarantee Agreement; PROVIDED, HOWEVER, that (bsubject to Section 3.01) If the Preferred Securities QUIPS Guarantee Agreement Trustee fails shall have the right to enforce this Preferred Securities Guaranteedecline to follow any such direction if the QUIPS Guarantee Agreement Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the QUIPS Guarantee Agreement Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the QUIPS Guarantee Agreement Trustee in good faith by its board of directors or trustees, executive committee or a trust committee or directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the QUIPS Guarantee Agreement Trustee in personal liability; and (iv) any Holder of the Preferred Capital Securities may institute institute, to the extent permissible under applicable law, a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's its rights under this Preferred Securities Guarantee, QUIPS Guarantee Agreement without first instituting a legal proceeding against the IssuerQUIPS Guarantee Agreement Trustee, the Preferred Securities Guarantee Trustee Issuer or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation amount of the Preferred Capital Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Capital Securities Guarantee or exercising to direct the exercise of any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Capital Securities Guarantee; provided, however, that (subject to Section 3.1) the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee shall determine that the actions so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Guarantee Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Guarantee Trustee in good faith by its board of directors or trustees, executive committees or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceeding so directed would involve the Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce this Preferred Securities Guarantee, any Any Holder of the Preferred Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's rights under this Preferred Capital Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entityPerson. The Guarantor waives any right or remedy to require that any such action be brought first against the Issuer Issuer, the Guarantee Trustee or any other person or entity Person before so proceeding directly against the Guarantor.

Rights of Holders. (a) The Holders of a Majority in Liquidation Amount liquidation preference of the Company Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Guarantee Trustee under this Preferred Securities Guarantee; provided, that, (1) such direction shall not be in conflict with any rule of law or with this Guarantee, (2) the Guarantee Trustee may take any other action deemed proper by the Guarantee Trustee which is not inconsistent with such direction, and (3) subject to the provisions of Section 2.10, the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee in good faith shall, by a Responsible Officer or Officers of the Guarantee Trustee, determine that the proceeding so directed would involve the Guarantee Trustee in personal liability. (b) If the Preferred Securities Guarantee Trustee fails to enforce its rights under this Guarantee after a Holder of Company Preferred Securities Guaranteehas made a written request, any such Holder of the Company Preferred Securities may institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Guarantee Trustee's ’s rights under this Preferred Securities GuaranteeArticle IV, without first instituting a legal proceeding against the IssuerCompany, the Preferred Securities Guarantee Trustee or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreementforegoing, if the Guarantor has failed to make a Guarantee Payment, any a Holder of the Company Preferred Securities may directly institute a proceeding in such Holder’s own name against the Guarantor for enforcement of this Preferred Securities Guarantee Article IV for such payment, without first instituting a legal proceeding against . (c) [If the Issuer, Trust is the Preferred Series Guarantee Trustee or Initial Holder insert: Notwithstanding any other person or entity. The Guarantor waives provision of this Agreement, for so long as the Trust is the Holder of any right or remedy Company Preferred Securities, any Holder of Trust Preferred Securities shall have the right, upon the occurrence of an Event of Default, to require that any action be brought first against the Issuer or any other person or entity before proceeding institute a suit directly against the GuarantorGuarantor for enforcement of its payment and other obligations hereunder with respect to a Corresponding Amount of Company Preferred Securities.]

Rights of Holders. The Guarantor expressly acknowledges that: (ai) The this Preferred Trust Securities Guarantee will be deposited with the Trust Guarantee Trustee to be held for the benefit of the Holders; (ii) if an Event of Default has occurred and is continuing, the Trust Guarantee Trustee has the right to enforce this Preferred Trust Securities Guarantee on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Preferred Trust Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Securities Trust Guarantee Trustee in respect of this Preferred Trust Securities Guarantee or exercising any trust or power conferred upon the Preferred Securities Trust Guarantee Trustee under this Preferred Trust Securities Guarantee. ; and (biv) If if the Preferred Securities Trust Guarantee Trustee fails to enforce this Preferred Trust Securities Guarantee, any Holder of the may enforce this Preferred Trust Securities may Guarantee, or institute a legal proceeding directly against the Guarantor to enforce the Preferred Securities Trust Guarantee Trustee's rights under this Preferred Trust Securities Guarantee, Guarantee without first instituting a legal proceeding against the Issuer, the Preferred Securities Trust Guarantee Trustee Trustee, or any other person or entity. Notwithstanding the rights of the Preferred Securities Guarantee Trustee to enforce this Guarantee Agreement, if the Guarantor has failed to make a Guarantee Payment, any Holder of the Preferred Securities may directly institute a proceeding against the Guarantor for enforcement of this Preferred Securities Guarantee for such payment, without first instituting a legal proceeding against the Issuer, the Preferred Series Guarantee Trustee or any other person or entity. The Guarantor waives any right or remedy to require that any action be brought first against the Issuer or any other person or entity before proceeding directly against the GuarantorPerson.