Common use of Termination and Amendment Clause in Contracts

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30April 1, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, 2039 or if earlier, the date on which the Notes Preferred Stock are otherwise paid, redeemed, defeased redeemed or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then then-effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any has no outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (iib) of the definition of each such term), or ) and (iv) the date on which a “Change of Control” (as defined in the Notes are accelerated as a result Certificate of a default thereunderDesignations) occurs. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, Holders or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation (and without the consent of the HoldersHolders of the then-effective series of Covered Debt) if any of the following apply: apply (it being understood that any such amendment or supplement may fall into one or more of the following): (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, that there is more than an insubstantial risk that the failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRSEPS”) if then applicable ), or the Corporation otherwise has been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to eliminate such securities as Replacement Capital Securities would result in a reduction of the Corporation; ’s EPS, (ii) the sole effect of such amendment or supplement is either (A) solely to impose additional restrictions on the ability of (1) the Corporation or its Subsidiaries to redeem, redeem or purchase the Preferred Stock or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for borrowed money was issued a written certificate to that effect; , (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; ) or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt hereunder and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then then-effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of the Direct Paper System; provided further, however, that the Trust shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January June 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant)2036, (ii) the date, if any, on which the Holders of at least a majority of the outstanding 51% by principal amount of the then effective series of Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, hereunder and (iii) the date on which the Corporation ceases to have any series of outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding 51% by principal amount of the then-then effective series of Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any the Board of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator Directors has determined that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt and an officer series of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant This Agreement shall remain continue in full force and effect until it has been terminated in accordance with this Section 13. Neither this Agreement nor any terms hereof may be amended, supplemented or modified (except as otherwise expressly provided herein) except as mutually agreed by the earliest Borrower, the Managing Member and the Custodian. The Managing Member or the Custodian may terminate this Agreement for any reason upon not less than 30 days’ prior written notice to each other party hereto; provided that no termination of this Agreement by the Custodian shall be effective until the Managing Member shall have appointed a successor custodian and such successor has agreed in writing to act as the successor custodian. In the event that a successor custodian is appointed pursuant to this Section 13, the Custodian shall cooperate with the Managing Member, the Borrower and any successor custodian in making an orderly transfer of the duties of the Custodian. The Custodian shall provide such transition support for a period of not less than 180 days following the effective date (of the “Termination Date”) termination of this Agreement. If the Managing Member shall fail to occur appoint a successor custodian or such successor has not accepted its appointment within 90 days after notice of termination from the Custodian, then the Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. The Managing Member may (i) (x) January 30, 2035 substitute another bank or (y) if trust company for the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior Custodian by giving notice as described above to the maturity date, as extendedCustodian, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) immediately terminate this Agreement in the date, if any, on which the Holders of at least a majority event of the outstanding principal amount appointment of a conservator or receiver for the Custodian by the Comptroller of the then effective Covered Debt consent Currency or agree upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Notwithstanding the foregoing, the Managing Member may terminate the Agreement at any time for any reason. In addition to support for the orderly transfer of duties to a successor custodian and the transfer of Records as described in writing Section 7, the Custodian shall provide, for a period of up to 180 days following the termination of the obligations Agreement, such other transition assistance as the Borrower or the Managing Member may request. Transition assistance may include, without limitation, providing to the Borrower, the Managing Member, or a third-party designated by either of them reasonable access to Custodian personnel to answer questions about the services and facilitate transition planning and performing other services reasonably requested by the Borrower or Managing Member to avoid disruption to the business and operations of the Corporation hereunder, (iii) Borrower during the date on which transfer of duties to a successor custodian. The Custodian shall assign Custodian personnel who regularly perform services for the Corporation ceases Borrower to have assist with any Eligible Senior Debt transition. Following delivery of a termination notice or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) other purported termination of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination DateAgreement, the obligations Custodian will cooperate with the Borrower to establish the scope of Transition Assistance to be provided. Fees for the Transition Assistance (“Transition Fees”) will be the lesser of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal pro rata amount of the then-effective Covered Debt; provided fees that this Replacement Capital Covenant may be amended would have been in effect during the relevant period or supplemented from time to time by a written instrument signed as agreed by the Corporation (parties. The Custodian shall provide reasonable supporting documentation identifying the relevant resources required by the Custodian to provide the specified Transition Assistance. Upon termination of this Agreement, the Borrower shall pay and without reimburse to the consent Custodian all Fees, Costs and Expenses and indemnities to the extent incurred or arising, or relating to events occurring, before the termination of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, this Agreement when cash is available in the case of this clauseCCF Account to pay such Fees or Costs and Expenses (in both cases, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards as provided in the United States becomes effective such that, Fee Letter) or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantindemnities. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January September 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant)2036, (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, hereunder and (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding principal amount of the then-then effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (Ai) solely to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase redeem or defease repurchase Notes or (2ii) any majority-owned Subsidiary not adverse to the Holders of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) then effective Covered Debt and in each case an officer of the Corporation has delivered to the Holders of the then-then effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the thenlong-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided term indebtedness for in the indenture or other instrument under which such Covered Debt money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10.A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of the Direct Paper System; provided further, however, that the Trust shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30June 15, 2035 2033 or (y) if the maturity date of the Notes Subordinated Debentures shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes Subordinated Debentures are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then then-effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any has no Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or ) and (iv) the date on which the Notes Subordinated Debentures are accelerated as a result of a an event of default thereunderunder the Indenture. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, that there is more than an insubstantial risk that the failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRSEPS”) if then applicable ), or the Corporation otherwise has been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to eliminate such securities as Replacement Capital Securities would result in a reduction of the Corporation; ’s EPS, (ii) the sole effect of such amendment or supplement is either (A) solely to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes Subordinated Debentures or (2) any majority-owned Subsidiary of the Corporation to purchase NotesSubordinated Debentures, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) ), and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate to that effect; , (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date Date, or both; both or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then then-effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation Partnership pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30August 1, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant)2036, (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective series of Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, Partnership hereunder and (iii) the date on which the Corporation Partnership ceases to have any series of outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation Partnership pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, the Covered Debtholders or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining Partnership with the consent of the Holders of at least a majority of the outstanding principal amount of the then-then effective series of Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation Partnership (and without the consent of the Holders) if any the Board of Directors of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator General Partner has determined that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt and an officer series of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation Partnership hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation Partnership that is not more than 30 60 days prior to the date on which the Corporation Partnership proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation and the Guarantor pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30March 1, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended2039, or if earlier, the date on which the Notes Subordinated Debentures are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then then-effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation and the Guarantor hereunder, (iii) the date on which neither the Corporation ceases to have nor the Guarantor has any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or ) and (iv) the date on which the Notes Subordinated Debentures are accelerated as a result of a an event of default thereunderunder the Subordinated Indenture. From and after the Termination Date, the obligations of the Corporation and the Guarantor pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation and the Guarantor after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation and the Guarantor (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard standard, issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States or other appropriate jurisdiction, as applicable, followed by the Corporation or the Guarantor becomes effective such that, or applicable to the Corporation or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, Guarantor such that there is more than an insubstantial risk that the failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s or the Guarantor’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRSEPS”) if then applicable ), or the Corporation or the Guarantor otherwise have been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to eliminate such securities as Replacement Capital Securities would result in a reduction of the Corporation’s or the Guarantor’s EPS; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes Subordinated Debentures or (2) the Guarantor or any majority-owned Subsidiary of either the Corporation or the Guarantor to purchase NotesSubordinated Debentures, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections Section 4(a) and Section 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation and the Guarantor hereunder shall be the Holders of the then then-effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes and the Guarantor propose that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of the Direct Paper System; provided further, however, that the Trust shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and, further provided, that the Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of the Corporation pursuant to this Replacement Capital Covenant its execution, shall remain continue in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30terminated as hereinafter provided, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to at any time by a written instrument signed only by the Corporation after obtaining the consent mutual agreement of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant parties hereto and may be amended terminated by either party by an instrument in writing delivered or supplemented from time mailed, postage prepaid to time by a written instrument signed by the Corporation other party, such termination to take effect not sooner than thirty (and without the consent of the Holders30) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, days after the date of this Replacement Capital Covenantsuch delivery or mailing; provided, an accounting standard or interpretive guidance however that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an existing accounting standard issued initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by an organization or regulator the Trust of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that has responsibility for establishing or interpreting accounting standards the Custodian shall not act under Section 2.10.A hereof in the United States becomes effective such thatabsence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the board of Trustees has reviewed the use by the Trust of the Direct Paper System; provided further, however, that the Trust shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Corporation has been otherwise advised in writing Declaration of Trust, and (b) that the Trust may at any time by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable described above to the Corporation; Custodian, or (ii) immediately terminate this Contract in the sole effect event of the appointment of a conservator or receiver for the Custodian or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such amendment or supplement is either (A) to impose additional restrictions on termination and shall likewise reimburse the ability of (1) the Corporation to redeemCustodian for its costs, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) expenses and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantdisbursements. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “"Termination Date”") to occur of (i) (x) January September 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant)2036, (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, hereunder and (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding principal amount of the then-then effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (Ai) solely to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase redeem or defease repurchase Notes or (2ii) any majority-owned Subsidiary not adverse to the Holders of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) then effective Covered Debt and in each case an officer of the Corporation has delivered to the Holders of the then-then effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the thenlong-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided term indebtedness for in the indenture or other instrument under which such Covered Debt money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; PROVIDED, however that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10.A hereof in the absence of receipt of an initial certificate of the Secretary of an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; PROVIDED FURTHER, however, that the Fund shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant This Agreement shall remain continue in full force and effect until it has been terminated in accordance with this Section 13. Neither this Agreement nor any terms hereof may be amended, supplemented or modified (except as otherwise expressly provided herein) except as mutually agreed by the earliest Borrower, the Managing Member and the Custodian. The Managing Member or the Custodian may terminate this Agreement for any reason upon not less than 30 days’ prior written notice to each other party hereto; provided that no termination of this Agreement by the Custodian shall be effective until the Managing Member shall have appointed a successor custodian and such successor has agreed in writing to act as the successor custodian. In the event that a successor custodian is appointed pursuant to this Section 13, the Custodian shall cooperate with the Managing Member, the Borrower and any successor custodian in making an orderly transfer of the duties of the Custodian. The Custodian shall provide such transition support for a period of not less than 180 days following the effective date (of the “Termination Date”) termination of this Agreement. If the Managing Member shall fail to occur appoint a successor custodian or such successor has not accepted its appointment within 90 days after notice of termination from the Custodian, then the Custodian may petition any court of competent jurisdiction for the appointment of a successor custodian. The Managing Member may (i) (x) January 30, 2035 substitute another bank or (y) if trust company for the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior Custodian by giving notice as described above to the maturity date, as extendedCustodian, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) immediately terminate this Agreement in the date, if any, on which the Holders of at least a majority event of the outstanding principal amount appointment of a conservator or receiver for the Custodian by the Comptroller of the then effective Covered Debt consent Currency or agree upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Notwithstanding the foregoing, the Managing Member may terminate the Agreement at any time for any reason. In addition to support for the orderly transfer of duties to a successor custodian and the transfer of Records as described in writing Section 7, the Custodian shall provide, for a period of up to 180 days following the termination of the obligations Agreement, such other transition assistance as the Borrower or the Managing Member may request. Transition assistance may include, without limitation, providing to the Borrower, the Managing Member, or a third-party designated by either of them reasonable access to Custodian personnel to answer questions about the services and facilitate transition planning and performing other services reasonably requested by the Borrower or Managing Member to avoid disruption to the business and operations of the Corporation hereunder, (iii) Borrower during the date on which transfer of duties to a successor custodian. The Custodian shall assign Custodian personnel who regularly perform services for the Corporation ceases Borrower to have assist with any Eligible Senior Debt transition. Following delivery of a termination notice or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) other purported termination of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination DateAgreement, the obligations Custodian will cooperate with the Borrower to establish the scope of Transition Assistance to be provided. Fees for the Transition Assistance (“Transition Fees”) will be the lesser of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal pro rata amount of the then-effective Covered Debt; provided fees that this Replacement Capital Covenant may be amended would have been in effect during the relevant period or supplemented from time to time by a written instrument signed as agreed by the Corporation (parties. The Custodian shall provide reasonable supporting documentation identifying the relevant resources required by the Custodian to provide the specified Transition Assistance. Upon termination of this Agreement, the Borrower shall pay and without reimburse to the consent Custodian all Fees, Costs and Expenses and indemnities to the extent incurred or arising, or relating to events occurring, before the termination of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, this Agreement when cash is available in the case of this clauseClearing Account to pay such Fees or Costs and Expenses (in both cases, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards as provided in the United States becomes effective such that, Fee Letter) or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantindemnities. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. The Board at any time may suspend or terminate this Plan and make such additions or amendments as it deems advisable under this Plan, except that they may not, without further approval by the Company's stockholders, (a) The obligations increase the maximum number of the Corporation shares as to which Options may be granted under this Plan, except pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 paragraph 11 above or (yb) if extend the maturity date term of the Notes shall be extended in accordance with the First Supplemental Indenturethis Plan; provided that, subject to paragraph 8 hereof, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with Board may not change any of the terms of Section 2 a written agreement with respect to an Option between the Company and the holder of such Option without the approval of the holder of such Option. No Options shall be granted or shares of Common Stock issued hereunder after May 16, 2007; provided that, if the term of this Replacement Capital CovenantPlan is otherwise extended, no Incentive Stock Options shall be granted hereunder after May 16, 2007. * * * * * Exhibit B ROLLOVER STOCK PROMISSORY NOTE ------------------------------ $ [Date of Issuance] -------- For value received, Xxxxx X. Xxxxxxxxxx ("Executive") promises to pay to the order of Therma-Wave, Inc., a Delaware corporation (the "Company"), at its offices in Fremont, California, or such other place as designated in writing by the holder hereof, the principal amount of ________________ dollars (ii$________). This Note was issued in connection with and is subject to the terms of the Executive Stock Agreement, dated as of the date hereof, between the Company and Executive (the "Executive Agreement") pursuant to which Executive purchased (in addition to certain other stock constituting Time Vesting Stock) 128,299 shares of the dateCompany's Class A Common Stock, if anypar value $0.01 per share and 14,255 shares of the Company's Class L Common Stock, par value $0.01 per share (collectively, the "Rollover Stock"), for an aggregate purchase price of $302,206.94. Unless otherwise provided herein, capitalized terms shall have the same meanings as set forth in the Executive Agreement. Interest shall not accrue on which the Holders outstanding principal amount of this Note. The then outstanding principal amount of this Note is due and payable upon the the consummation of an Approved Sale. Executive may, at least a majority any time and from time to time without prepayment penalty, prepay all or any portion of the outstanding principal amount of the then effective Covered Debt consent or agree in writing this Note. Executive shall prepay a portion of this Note equal to the termination of the obligations of the Corporation hereunder, (iiia) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Datewhen received, the obligations amount of the Corporation pursuant any cash dividends or distributions from time to this Replacement Capital Covenant shall be of no further force and effect time paid or distributed with respect to the HoldersRollover Stock, for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold such cash dividends or otherwise. distributions for application to the prepayment of this Note and (b) This Replacement Capital Covenant as and when received, an amount equal to the proceeds from any Transfer of Rollover Stock (other than pursuant to applicable laws of descent and distribution or among Executive's Family Group), for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold any such proceeds payable by the Company for application to the prepayment of this Note. The amounts due under this Note are secured by a pledge of the Pledged Shares as defined in and in accordance with the Rollover Stock Pledge Agreement (the "Rollover Stock Pledge Agreement"), dated as of the date of this Note, between Executive and the Company. The occurrence of an Event of Default as defined in the Rollover Stock Pledge Agreement shall constitute a default under this Note and shall entitle the holder of this Note, at its option, to declare the then outstanding principal balance hereof to be, and the same shall thereupon become, immediately due and payable. In the event Executive fails to pay any amounts when due, Executive, subject to the following paragraph, shall pay to the holder hereof, in addition to such amounts due, all costs of collection, including reasonable attorneys' fees. Notwithstanding anything to the contrary herein, holder hereby agrees that Executive shall not have personal liability with respect to any amounts owed under this Note, except for Executive's obligation to prepay or repay to the Company certain amounts for application to the unpaid balance of this Note as set forth in this Note. Nothing contained herein shall limit the rights of the holder or the obligations of Executive pursuant to the Rollover Stock Pledge Agreement. Executive, or his successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be amended or supplemented extended from time to time by a written instrument signed only and that the holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of Executive hereunder. This note shall be governed by the Corporation after obtaining internal laws, not the consent laws of conflicts, of the Holders State of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered DebtCalifornia. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.* * *

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30March 1, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended2038, or if earlier, the date on which the Notes Subordinated Debentures are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then then-effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any has no outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (iib) of the definition of each such term), or ) and (iv) the date on which the Notes Subordinated Debentures are accelerated as a result of a an event of default thereunderunder the Indenture. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, Holders or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation (and without the consent of the HoldersHolders of the then-effective series of Covered Debt) if any of the following apply: apply (it being understood that any such amendment or supplement may fall into one or more of the following): (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, that there is more than an insubstantial risk that the failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRSEPS”) if then applicable ), or the Corporation otherwise has been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to eliminate such securities as Replacement Capital Securities would result in a reduction of the Corporation; ’s EPS, (ii) the sole effect of such amendment or supplement is either (A) solely to impose additional restrictions on the ability of (1) the Corporation or its Subsidiaries to redeem, defease or purchase the Subordinated Debentures or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the trustee for the benefit of the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for borrowed money was issued a written certificate to that effect; , (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date Date, or both; both or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt hereunder and an officer of the Corporation has delivered to the trustee for the benefit of the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then then-effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of the Corporation pursuant to this Replacement Capital Covenant its execution, shall remain continue in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30terminated as hereinafter provided, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to at any time by a written instrument signed only by the Corporation after obtaining the consent mutual agreement of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant parties hereto and may be amended terminated by either party by an instrument in writing delivered or supplemented from time mailed, postage prepaid to time by a written instrument signed by the Corporation other party, such termination to take effect not sooner than thirty (and without the consent of the Holders30) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, days after the date of this Replacement Capital Covenantsuch delivery or mailing; provided, an accounting standard or interpretive guidance however that the Custodian shall not with respect to a Portfolio act -------- under Section 2.10 hereof in the absence of receipt of an existing accounting standard issued initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System by such Portfolio and the receipt of an organization annual certificate of the Secretary or regulator an Assistant Secretary that the Board of Trustees has responsibility for establishing or interpreting accounting standards reviewed the use by such Portfolio of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended, and that the Custodian shall not with respect to a Portfolio act under Section 2.10A hereof in the United States becomes effective absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System by such thatPortfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, -------- ------- that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Corporation has been otherwise advised in writing Declaration of Trust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable described above to the Corporation; Custodian, or (ii) immediately terminate this Contract in the sole effect event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such amendment or supplement is either (A) to impose additional restrictions on termination and shall likewise reimburse the ability of (1) the Corporation to redeemCustodian for its costs, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) expenses and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantdisbursements. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 301, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, 2038 or if earlier, the date on which the Subordinated Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then then-effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any has no outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (iib) of the definition of each such term), or ) and (iv) the date on which the Subordinated Notes are accelerated as a result of a an event of default thereunderwith respect to such Subordinated Notes under the Indenture and the Supplemental Indenture. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, Holders or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation (and without the consent of the HoldersHolders of the then-effective series of Covered Debt) if any of the following apply: apply (it being understood that any such amendment or supplement may fall into one or more of the following): (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, that there is more than an insubstantial risk that the failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRSEPS”) if then applicable ), or the Corporation otherwise has been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to eliminate such securities as Replacement Capital Securities would result in a reduction of the Corporation; ’s EPS, (ii) the sole effect of such amendment or supplement is either (A) solely to impose additional restrictions on the ability of (1) the Corporation or its Subsidiaries to redeem, defease or purchase or defease the Subordinated Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for borrowed money was issued a written certificate to that effect; , (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; ) or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt hereunder and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then then-effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.11A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of the Direct Paper System; provided further, however, that the Trust shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.12.A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of the Direct Paper System; provided further, however, that the Trust shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation and the Guarantor pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “"Termination Date”") to occur of (i) (x) January 30June 15, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended2037, or if earlier, the date on which the Notes Subordinated Debentures are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation and the Guarantor hereunder, (iii) the date on which neither the Corporation ceases to have nor the Guarantor has any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or ) and (iv) the date on which the Notes Subordinated Debentures are accelerated as a result of a an event of default thereunderunder the Subordinated Indenture. From and after the Termination Date, the obligations of the Corporation and the Guarantor pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining and the Guarantor with the consent of the Holders of at least a majority of the outstanding principal amount of the then-then effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation and the Guarantor (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, that there is more than an insubstantial risk that the failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s 's or the Guarantor's earnings per share as calculated in accordance with generally accepted accounting principles in the United States ("EPS"), or International Financial Reporting Standards (“IFRS”) if then applicable the Corporation or the Guarantor otherwise have been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to eliminate such securities as Replacement Capital Securities would result in a reduction of the Corporation; 's or the Guarantor's EPS, (ii) the sole effect of such amendment or supplement is either (A) solely to impose additional restrictions on the ability of (1x) the Corporation to redeem, purchase or defease Notes Subordinated Debentures or (2y) the Guarantor or any majority-owned Subsidiary of either the Corporation or the Guarantor to purchase NotesSubordinated Debentures, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-then effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate to that effect; , (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; , or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-then effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation and the Guarantor hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes and the Guarantor propose that such termination, amendment or supplement becomes effective.

Termination and Amendment. The Board at any time may suspend or terminate this Plan and make such additions or amendments as it deems advisable under this Plan, except that they may not, without further approval by the Company's stockholders, (a) The obligations increase the maximum number of the Corporation shares as to which Options may be granted under this Plan, except pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 paragraph 11 above or (yb) if extend the maturity date term of the Notes shall be extended in accordance with the First Supplemental Indenturethis Plan; provided that, subject to paragraph 8 hereof, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with Board may not change any of the terms of Section 2 a written agreement with respect to an Option between the Company and the holder of such Option without the approval of the holder of such Option. No Options shall be granted or shares of Common Stock issued hereunder after May 16, 2007; provided that, if the term of this Replacement Capital CovenantPlan is otherwise extended, no Incentive Stock Options shall be granted hereunder after May 16, 2007. * * * * * Exhibit B ROLLOVER STOCK PROMISSORY NOTE ------------------------------ ________$ [Date of Issuance] For value received, W. Xxx Xxxxx ("Executive") promises to pay to the order of Therma-Wave, Inc., a Delaware corporation (the "Company"), at its offices in Fremont, California, or such other place as designated in writing by the holder hereof, the principal amount of ________________ dollars (ii$________). This Note was issued in connection with and is subject to the terms of the Executive Stock Agreement, dated as of the date hereof, between the Company and Executive (the "Executive Agreement") pursuant to which Executive purchased (in addition to certain other stock constituting Time Vesting Stock) 40,738 shares of the dateCompany's Class A Common Stock, if anypar value $0.01 per share and 4,526 shares of the Company's Class L Common Stock, par value $0.01 per share (collectively, the "Rollover Stock"), for an aggregate purchase price of $95,952.14. Unless otherwise provided herein, capitalized terms shall have the same meanings as set forth in the Executive Agreement. Interest shall not accrue on which the Holders outstanding principal amount of this Note. The then outstanding principal amount of this Note is due and payable upon the the consummation of an Approved Sale. Executive may, at least a majority any time and from time to time without prepayment penalty, prepay all or any portion of the outstanding principal amount of the then effective Covered Debt consent or agree in writing this Note. Executive shall prepay a portion of this Note equal to the termination of the obligations of the Corporation hereunder, (iiia) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Datewhen received, the obligations amount of the Corporation pursuant any cash dividends or distributions from time to this Replacement Capital Covenant shall be of no further force and effect time paid or distributed with respect to the HoldersRollover Stock, for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold such cash dividends or otherwise. distributions for application to the prepayment of this Note and (b) This Replacement Capital Covenant as and when received, an amount equal to the proceeds from any Transfer of Rollover Stock (other than pursuant to applicable laws of descent and distribution or among Executive's Family Group), for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold any such proceeds payable by the Company for application to the prepayment of this Note. The amounts due under this Note are secured by a pledge of the Pledged Shares as defined in and in accordance with the Rollover Stock Pledge Agreement (the "Rollover Stock Pledge Agreement"), dated as of the date of this Note, between Executive and the Company. The occurrence of an Event of Default as defined in the Rollover Stock Pledge Agreement shall constitute a default under this Note and shall entitle the holder of this Note, at its option, to declare the then outstanding principal balance hereof to be, and the same shall thereupon become, immediately due and payable. In the event Executive fails to pay any amounts when due, Executive, subject to the following paragraph, shall pay to the holder hereof, in addition to such amounts due, all costs of collection, including reasonable attorneys' fees. Notwithstanding anything to the contrary herein, holder hereby agrees that Executive shall not have personal liability with respect to any amounts owed under this Note, except for Executive's obligation to prepay or repay to the Company certain amounts for application to the unpaid balance of this Note as set forth in this Note. Nothing contained herein shall limit the rights of the holder or the obligations of Executive pursuant to the Rollover Stock Pledge Agreement. Executive, or his successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be amended or supplemented extended from time to time by a written instrument signed only and that the holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of Executive hereunder. This note shall be governed by the Corporation after obtaining internal laws, not the consent laws of conflicts, of the Holders State of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered DebtCalifornia. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.* * *

Termination and Amendment. (a) The obligations This Contract shall become effective as of the Corporation pursuant to this Replacement Capital Covenant its execution, shall remain continue in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30terminated as hereinafter provided, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to at any time by a written instrument signed only by the Corporation after obtaining the consent mutual agreement of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant parties hereto and may be amended terminated by either party by an instrument in writing delivered or supplemented from time mailed, postage prepaid to time by a written instrument signed by the Corporation other party, such termination to take effect not sooner than thirty (and without the consent of the Holders30) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, days after the date of this Replacement Capital Covenantsuch delivery or mailing; provided, an accounting standard or interpretive guidance however that the -------- Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in the absence of receipt of an existing accounting standard issued initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System by such Portfolio and the receipt of an organization annual certificate of the Secretary or regulator an Assistant Secretary that the Board of Trustees has responsibility for establishing or interpreting accounting standards reviewed the use by such Portfolio of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended, and that the Custodian shall not with respect to a Portfolio act under Section 2.10A hereof in the United States becomes effective absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System by such thatPortfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Corporation has been otherwise advised in writing Declaration of Trust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable described above to the Corporation; Custodian, or (ii) immediately terminate this Contract in the sole effect event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such amendment or supplement is either (A) to impose additional restrictions on termination and shall likewise reimburse the ability of (1) the Corporation to redeemCustodian for its costs, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) expenses and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantdisbursements. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. The Board at any time may suspend or terminate this Plan and make such additions or amendments as it deems advisable under this Plan, except that they may not, without further approval by the Company's stockholders, (a) The obligations increase the maximum number of the Corporation shares as to which Options may be granted under this Plan, except pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 paragraph 11 above or (yb) if extend the maturity date term of the Notes shall be extended in accordance with the First Supplemental Indenturethis Plan; provided that, subject to paragraph 8 hereof, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with Board may not change any of the terms of Section 2 a written agreement with respect to an Option between the Company and the holder of such Option without the approval of the holder of such Option. No Options shall be granted or shares of Common Stock issued hereunder after May 16, 2007; provided that, if the term of this Replacement Capital CovenantPlan is otherwise extended, no Incentive Stock Options shall be granted hereunder after May 16, 2007. * * * * * Exhibit B ROLLOVER STOCK PROMISSORY NOTE ------------------------------ $________ [Date of Issuance] For value received, Xxxxx Xxxxxxxxxx ("Executive") promises to pay to the order of Therma-Wave, Inc., a Delaware corporation (the "Company"), at its offices in Fremont, California, or such other place as designated in writing by the holder hereof, the principal amount of ________________ dollars (ii$________). This Note was issued in connection with and is subject to the terms of the Executive Stock Agreement, dated as of the date hereof, between the Company and Executive (the "Executive Agreement") pursuant to which Executive purchased (in addition to certain other stock constituting Time Vesting Stock) 993,279 shares of the dateCompany's Class A Common Stock, if anypar value $0.01 per share and 110,364 shares of the Company's Class L Common Stock, par value $0.01 per share (collectively, the "Rollover Stock"), for an aggregate purchase price of $2,339,717.51. Unless otherwise provided herein, capitalized terms shall have the same meanings as set forth in the Executive Agreement. Interest shall not accrue on which the Holders outstanding principal amount of this Note. The then outstanding principal amount of this Note is due and payable upon the consummation of an Approved Sale. Executive may, at least a majority any time and from time to time without prepayment penalty, prepay all or any portion of the outstanding principal amount of the then effective Covered Debt consent or agree in writing this Note. Executive shall prepay a portion of this Note equal to the termination of the obligations of the Corporation hereunder, (iiia) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Datewhen received, the obligations amount of the Corporation pursuant any cash dividends or distributions from time to this Replacement Capital Covenant shall be of no further force and effect time paid or distributed with respect to the HoldersRollover Stock, for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold such cash dividends or otherwise. distributions for application to the prepayment of this Note and (b) This Replacement Capital Covenant as and when received, an amount equal to the proceeds from any Transfer of Rollover Stock (other than pursuant to applicable laws of descent and distribution or among Executive's Family Group), for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold any such proceeds payable by the Company for application to the prepayment of this Note. The amounts due under this Note are secured by a pledge of the Pledged Shares as defined in and in accordance with the Rollover Stock Pledge Agreement (the "Rollover Stock Pledge Agreement"), dated as of the date of this Note, between Executive and the Company. The occurrence of an Event of Default as defined in the Rollover Stock Pledge Agreement shall constitute a default under this Note and shall entitle the holder of this Note, at its option, to declare the then outstanding principal balance hereof to be, and the same shall thereupon become, immediately due and payable. In the event Executive fails to pay any amounts when due, Executive, subject to the following paragraph, shall pay to the holder hereof, in addition to such amounts due, all costs of collection, including reasonable attorneys' fees. Notwithstanding anything to the contrary herein, holder hereby agrees that Executive shall not have personal liability with respect to any amounts owed under this Note, except for Executive's obligation to prepay or repay to the Company certain amounts for application to the unpaid balance of this Note as set forth in this Note. Nothing contained herein shall limit the rights of the holder or the obligations of Executive pursuant to the Rollover Stock Pledge Agreement. Executive, or his successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be amended or supplemented extended from time to time by a written instrument signed only and that the holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of Executive hereunder. This note shall be governed by the Corporation after obtaining internal laws, not the consent laws of conflicts, of the Holders State of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered DebtCalifornia. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.* * *

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30[_______], 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant)2036, (ii) the date, if any, on which the Holders of at least a majority of the outstanding 51% by principal amount of the then effective series of Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, hereunder and (iii) the date on which the Corporation ceases to have any series of outstanding Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding 51% by principal amount of the then-then effective series of Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective series of Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective series of Covered Debt in the manner provided for in the indenture indenture, fiscal agency agreement or other instrument under which with respect to such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective series of Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of Bedford also reserves the Corporation pursuant right, in its sole discretion, at any time or from time to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of time, (i) (x) January 30to delay acceptance for, 2035 or (y) if exchange of, any SQ Bank Shares for Bedford shares pursuant to the maturity date Offer, or, subject to the provisions of the Notes shall be extended in accordance with Agreement, to terminate the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extendedOffer and not accept for exchange, or if earlierexchange, any SQ Bank Shares for Bedford Shares not theretofore accepted for exchange, or exchanged, upon the date on which failure of any of the Notes are otherwise paidconditions of the Offer to be satisfied, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), for any other reason and (ii) the dateto waive any condition or, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing subject to the Agreement, otherwise amend the Offer in any respect, by giving oral or written notice of such delay, termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect amendment to the rating requirement in clause (ii) of the definition of each Exchange Agent and by making a public announcement thereof. Any such term)extension, or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Datetermination, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stockdelay will be followed as promptly as practicable by public announcement thereof, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, such announcement in the case of this clausean extension to be issued no later than 9:00 a.m., Tashkent time, on the next business day after the date of this Replacement Capital Covenantpreviously scheduled Expiration Date. Subject to applicable law and without limiting the manner in which Bedford may choose to make any public announcement, an accounting standard Bedford shall have no obligation to publish, advertise or interpretive guidance of an existing accounting standard issued otherwise communicate any such public announcement other than by an organization or regulator that has responsibility for establishing or interpreting accounting standards making a release to Business News in the United States becomes effective US. During any such thatextension, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable all SQ Bank Shares previously tendered and not withdrawn will remain subject to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeemOffer, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered subject to the Holders right of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate tendering SQ Bank shareholder to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in withdraw his or her determinationSQ Bank Shares. Bedford confirms that if it makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, Bedford will extend the Offer for at least 10 days. If, prior to the Expiration Date, Bedford shall increase or decrease the percentage of SQ Bank Shares being sought or the consideration offered to holders of SQ Bank Shares, such amendment increase or supplement is not adverse decrease shall be applicable to all holders whose SQ Bank Shares are accepted for exchange pursuant to the rights Offer, and, if at the time notice of any such increase or decrease is first published, sent or given to holders of SQ Bank Shares, the Holders Offer is scheduled to expire at any time earlier than the tenth business day from and including the date that such notice is first so published, sent or given, the Offer will be extended until the expiration of the then-effective Covered Debtsuch ten business day period. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b)the Offer, the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective."business day" means any day other

Termination and Amendment. The Board at any time may suspend or terminate this Plan and make such additions or amendments as it deems advisable under this Plan, except that they may not, without further approval by the Company's stockholders, (a) The obligations increase the maximum number of the Corporation shares as to which Options may be granted under this Plan, except pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 paragraph 11 above or (yb) if extend the maturity date term of the Notes shall be extended in accordance with the First Supplemental Indenturethis Plan; provided that, subject to paragraph 8 hereof, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with Board may not change any of the terms of Section 2 a written agreement with respect to an Option between the Company and the holder of such Option without the approval of the holder of such Option. No Options shall be granted or shares of Common Stock issued hereunder after May 16, 2007; provided that, if the term of this Replacement Capital CovenantPlan is otherwise extended, no Incentive Stock Options shall be granted hereunder after May 16, 2007. * * * * * Exhibit B ROLLOVER STOCK PROMISSORY NOTE ------------------------------ $________ [Date of Issuance] For value received, Xxx X. Xxxxx ("Executive") promises to pay to the order of Therma-Wave, Inc., a Delaware corporation (the "Company"), at its offices in Fremont, California, or such other place as designated in writing by the holder hereof, the principal amount of ________________ dollars (ii$________). This Note was issued in connection with and is subject to the terms of the Executive Stock Agreement, dated as of the date hereof, between the Company and Executive (the "Executive Agreement") pursuant to which Executive purchased (in addition to certain other stock constituting Time Vesting Stock) 23,427 shares of the dateCompany's Class A Common Stock, if anypar value $0.01 per share and 2,603 shares of the Company's Class L Common Stock, par value $0.01 per share (collectively, the "Rollover Stock"), for an aggregate purchase price of $55,183.60. Unless otherwise provided herein, capitalized terms shall have the same meanings as set forth in the Executive Agreement. Interest shall not accrue on which the Holders outstanding principal amount of this Note. The then outstanding principal amount of this Note is due and payable upon the the consummation of an Approved Sale. Executive may, at least a majority any time and from time to time without prepayment penalty, prepay all or any portion of the outstanding principal amount of the then effective Covered Debt consent or agree in writing this Note. Executive shall prepay a portion of this Note equal to the termination of the obligations of the Corporation hereunder, (iiia) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Datewhen received, the obligations amount of the Corporation pursuant any cash dividends or distributions from time to this Replacement Capital Covenant shall be of no further force and effect time paid or distributed with respect to the HoldersRollover Stock, for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold such cash dividends or otherwise. distributions for application to the prepayment of this Note and (b) This Replacement Capital Covenant as and when received, an amount equal to the proceeds from any Transfer of Rollover Stock (other than pursuant to applicable laws of descent and distribution or among Executive's Family Group), for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold any such proceeds payable by the Company for application to the prepayment of this Note. The amounts due under this Note are secured by a pledge of the Pledged Shares as defined in and in accordance with the Rollover Stock Pledge Agreement (the "Rollover Stock Pledge Agreement"), dated as of the date of this Note, between Executive and the Company. The occurrence of an Event of Default as defined in the Rollover Stock Pledge Agreement shall constitute a default under this Note and shall entitle the holder of this Note, at its option, to declare the then outstanding principal balance hereof to be, and the same shall thereupon become, immediately due and payable. In the event Executive fails to pay any amounts when due, Executive, subject to the following paragraph, shall pay to the holder hereof, in addition to such amounts due, all costs of collection, including reasonable attorneys' fees. Notwithstanding anything to the contrary herein, holder hereby agrees that Executive shall not have personal liability with respect to any amounts owed under this Note, except for Executive's obligation to prepay or repay to the Company certain amounts for application to the unpaid balance of this Note as set forth in this Note. Nothing contained herein shall limit the rights of the holder or the obligations of Executive pursuant to the Rollover Stock Pledge Agreement. Executive, or his successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be amended or supplemented extended from time to time by a written instrument signed only and that the holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of Executive hereunder. This note shall be governed by the Corporation after obtaining internal laws, not the consent laws of conflicts, of the Holders State of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered DebtCalifornia. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.* * *

Termination and Amendment. (a) The obligations This Contract shall become effective as of the Corporation pursuant to this Replacement Capital Covenant its execution, shall remain continue in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30terminated as hereinafter provided, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to at any time by a written instrument signed only by the Corporation after obtaining the consent mutual agreement of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant parties hereto and may be amended terminated by either party by an instrument in writing delivered or supplemented from time mailed, postage prepaid to time by a written instrument signed by the Corporation other party, such termination to take effect not sooner than thirty (and without the consent of the Holders30) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, days after the date of this Replacement Capital Covenantsuch delivery or mailing; provided, an accounting standard or interpretive guidance however that the Custodian shall not with respect to a Portfolio act under Section 2.12 hereof in the absence of receipt of an existing accounting standard issued initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System by such Portfolio and the receipt of an organization annual certificate of the Secretary or regulator an Assistant Secretary that the Board of Trustees has responsibility for establishing or interpreting accounting standards reviewed the use by such Portfolio of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.12.A hereof in the United States becomes effective absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System by such thatPortfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, (a) that the Trust shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Corporation has been otherwise advised in writing Declaration of Trust, and (b) that the Trust on behalf of one or more of the Portfolios may at any time by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable described above to the Corporation; Custodian, or (ii) immediately terminate this Contract in the sole effect event of the appointment of a conservator or receiver for the Custodian or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such amendment or supplement is either (A) to impose additional restrictions on termination and shall likewise reimburse the ability of (1) the Corporation to redeemCustodian for its costs, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) expenses and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantdisbursements. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section K hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section K.1 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation and the Guarantor pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “"Termination Date”") to occur of (i) (x) January 30October 1, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant)2036, (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, and the Guarantor hereunder and (iii) the date on which neither the Corporation ceases to have nor the Guarantor has any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation and the Guarantor pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) . This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining and the Guarantor with the consent of the Holders of at least a majority of the outstanding principal amount of the then-then effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation and the Guarantor (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (Ai) solely to impose additional restrictions on the ability of (1x) the Corporation to redeem, purchase redeem or defease Notes repurchase Subordinated Debentures or (2y) any majority-owned Subsidiary the Guarantor to purchase Subordinated Debentures or (ii) not adverse to the Holders of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) then effective Covered Debt and in each case an officer of the Corporation has delivered to the Holders of the then-then effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the thenlong-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided term indebtedness for in the indenture or other instrument under which such Covered Debt money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation and the Guarantor hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes and the Guarantor propose that such termination, amendment or supplement becomes effective.

Termination and Amendment. The Board at any time may suspend or terminate this Plan and make such additions or amendments as it deems advisable under this Plan, except that they may not, without further approval by the Company's stockholders, (a) The obligations increase the maximum number of the Corporation shares as to which Options may be granted under this Plan, except pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 paragraph 11 above or (yb) if extend the maturity date term of the Notes shall be extended in accordance with the First Supplemental Indenturethis Plan; provided that, subject to paragraph 8 hereof, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with Board may not change any of the terms of Section 2 a written agreement with respect to an Option between the Company and the holder of such Option without the approval of the holder of such Option. No Options shall be granted or shares of Common Stock issued hereunder after May 16, 2007; provided that, if the term of this Replacement Capital CovenantPlan is otherwise extended, no Incentive Stock Options shall be granted hereunder after May 16, 2007. * * * * * Exhibit B ROLLOVER STOCK PROMISSORY NOTE ------------------------------ $ [Date of Issuance] --------- For value received, Xxxxxxx X. Xxx ("Executive") promises to pay to the order of Therma-Wave, Inc., a Delaware corporation (the "Company"), at its offices in Fremont, California, or such other place as designated in writing by the holder hereof, the principal amount of ________________ dollars (ii$________). This Note was issued in connection with and is subject to the terms of the Executive Stock Agreement, dated as of the date hereof, between the Company and Executive (the "Executive Agreement") pursuant to which Executive purchased (in addition to certain other stock constituting Time Vesting Stock) 40,588 shares of the dateCompany's Class A Common Stock, if anypar value $0.01 per share and 4,510 shares of the Company's Class L Common Stock, par value $0.01 per share (collectively, the "Rollover Stock"), for an aggregate purchase price of $95,611.53. Unless otherwise provided herein, capitalized terms shall have the same meanings as set forth in the Executive Agreement. Interest shall not accrue on which the Holders outstanding principal amount of this Note. The then outstanding principal amount of this Note is due and payable upon the consummation of an Approved Sale. Executive may, at least a majority any time and from time to time without prepayment penalty, prepay all or any portion of the outstanding principal amount of the then effective Covered Debt consent or agree in writing this Note. Executive shall prepay a portion of this Note equal to the termination of the obligations of the Corporation hereunder, (iiia) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Datewhen received, the obligations amount of the Corporation pursuant any cash dividends or distributions from time to this Replacement Capital Covenant shall be of no further force and effect time paid or distributed with respect to the HoldersRollover Stock, for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold such cash dividends or otherwise. distributions for application to the prepayment of this Note and (b) This Replacement Capital Covenant as and when received, an amount equal to the proceeds from any Transfer of Rollover Stock (other than pursuant to applicable laws of descent and distribution or among Executive's Family Group), for which purpose Executive hereby authorizes and directs the Company (on Executive's own behalf and on behalf of Executive's Permitted Transferees) to withhold any such proceeds payable by the Company for application to the prepayment of this Note. The amounts due under this Note are secured by a pledge of the Pledged Shares as defined in and in accordance with the Rollover Stock Pledge Agreement (the "Rollover Stock Pledge Agreement"), dated as of the date of this Note, between Executive and the Company. The occurrence of an Event of Default as defined in the Rollover Stock Pledge Agreement shall constitute a default under this Note and shall entitle the holder of this Note, at its option, to declare the then outstanding principal balance hereof to be, and the same shall thereupon become, immediately due and payable. In the event Executive fails to pay any amounts when due, Executive, subject to the following paragraph, shall pay to the holder hereof, in addition to such amounts due, all costs of collection, including reasonable attorneys' fees. Notwithstanding anything to the contrary herein, holder hereby agrees that Executive shall not have personal liability with respect to any amounts owed under this Note, except for Executive's obligation to prepay or repay to the Company certain amounts for application to the unpaid balance of this Note as set forth in this Note. Nothing contained herein shall limit the rights of the holder or the obligations of Executive pursuant to the Rollover Stock Pledge Agreement. Executive, or his successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be amended or supplemented extended from time to time by a written instrument signed only and that the holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of Executive hereunder. This note shall be governed by the Corporation after obtaining internal laws, not the consent laws of conflicts, of the Holders State of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered DebtCalifornia. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.* * *

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.12.A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation and the Guarantor pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “"Termination Date”") to occur of (i) (x) January 30September 1, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended2037, or if earlier, the date on which the Notes Subordinated Debentures are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation and the Guarantor hereunder, (iii) the date on which neither the Corporation ceases to have nor the Guarantor has any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or ) and (iv) the date on which the Notes Subordinated Debentures are accelerated as a result of a an event of default thereunderunder the Subordinated Indenture. From and after the Termination Date, the obligations of the Corporation and the Guarantor pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining and the Guarantor with the consent of the Holders of at least a majority of the outstanding principal amount of the then-then effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation and the Guarantor (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, that there is more than an insubstantial risk that the failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s 's or the Guarantor's earnings per share as calculated in accordance with generally accepted accounting principles in the United States ("EPS"), or International Financial Reporting Standards (“IFRS”) if then applicable the Corporation or the Guarantor otherwise have been advised in writing by a nationally recognized independent accounting firm that there is more than an insubstantial risk that the failure to eliminate such securities as Replacement Capital Securities would result in a reduction of the Corporation; 's or the Guarantor's EPS, (ii) the sole effect of such amendment or supplement is either (A) solely to impose additional restrictions on the ability of (1x) the Corporation to redeem, purchase or defease Notes Subordinated Debentures or (2y) the Guarantor or any majority-owned Subsidiary of either the Corporation or the Guarantor to purchase NotesSubordinated Debentures, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-then effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate to that effect; , (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; , or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-then effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation and the Guarantor hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes and the Guarantor propose that such termination, amendment or supplement becomes effective. SECTION 5.

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.11.A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of the Direct Paper System; provided further, however, that the Trust shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January September 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant)2036, (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, hereunder and (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding principal amount of the then-then effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (Ai) solely to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase redeem or defease repurchase Notes or (2ii) any majority-owned Subsidiary not adverse to the Holders of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) then effective Covered Debt and in each case an officer of the Corporation has delivered to the Holders of the then-then effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the thenlong-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided term indebtedness for in the indenture or other instrument under which such Covered Debt money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-then effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or –3– the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30June 15, 2035 2034 or (y) if the maturity date of the Notes shall be extended in accordance with the First Third Supplemental and Amending Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations of the Corporation pursuant to this Replacement Capital Covenant shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30June 1, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant)2047, (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then then-effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, and (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (iib) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining with the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; , provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement (i) eliminates Common Stockcommon stock, Rights rights to acquire Common Stock, Common Equity Units and/or common stock or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard a security or interpretive guidance of an existing accounting standard issued securities covered by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or Section 2 and the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, that there is more than an insubstantial risk that the failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities do so would result in a reduction in the Corporation’s or Puget Energy’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States for financial reporting purposes, or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) solely to impose additional restrictions on the ability of (1) the Corporation to redeem, redeem or purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt long-term indebtedness for money borrowed was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then then-effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of the Corporation pursuant to this Replacement Capital Covenant its execution, shall remain continue in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30terminated as hereinafter provided, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or supplemented mailed, postage prepaid to the other party, such termination to take effect not sooner than SIXTY (60) DAYS after the date of such delivery or mailing; PROVIDED, however that the Custodian shall not act under Section 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System for a particular Fund and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by a particular Fund of such Securities System, as required in each-case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.12A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System for a particular Fund and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by a particular Fund of the Direct Paper System; PROVIDED FURTHER, however, that the Trust shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust of the Trust as from time to time by a written instrument signed only by in effect, and further provided, that the Corporation after obtaining the consent of the Holders of Trust may at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to any time by a written instrument signed by the Corporation (and without the consent action of the Holders) if any its Board of the following apply: Trustees (i) such amendment substitute another bank or supplement eliminates Common Stocktrust company for the Custodian by giving notice as described above to the Custodian, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, or (ii) immediately terminate this Contract in the case event of this clausethe appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction OR UPON THE CUSTODIAN'S NO LONGER BEING QUALIFIED TO ACT AS THE FUNDS' CUSTODIAN UNDER APPLICABLE LAW. Upon termination of the Contract, after the Trust shall pay to the Custodian such compensation as may be due as of the date of this Replacement Capital Covenantsuch termination and shall likewise reimburse the Custodian for its costs, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) expenses and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantdisbursements ACCRUED PRIOR TO TERMINATION. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of the Corporation pursuant to this Replacement Capital Covenant its execution, shall remain continue in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30terminated as hereinafter provided, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to at any time by a written instrument signed only by the Corporation after obtaining the consent mutual agreement of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant parties hereto and may be amended terminated by either party by an instrument in writing delivered or supplemented from time mailed, postage prepaid to time by a written instrument signed by the Corporation other party, such termination to take effect not sooner than thirty (and without the consent of the Holders30) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, days after the date of this Replacement Capital Covenantsuch delivery or mailing; Provided, an accounting standard or interpretive guidance however that the Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in the absence of receipt of an existing accounting standard issued initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System by such Portfolio and the receipt of an organization annual certificate of the Secretary or regulator an Assistant Secretary that the Board of Trustees has responsibility for establishing or interpreting accounting standards reviewed the use by such Portfolio of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.10A hereof in the United States becomes effective absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System by such thatPortfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Corporation has been otherwise advised in writing Declaration of Trust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable described above to the Corporation; Custodian, or (ii) immediately terminate this Contract in the sole effect event of the appointment of a conservator or receiver for the Custodian by the 20 Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such amendment or supplement is either (A) to impose additional restrictions on termination and shall likewise reimburse the ability of (1) the Corporation to redeemCustodian for its costs, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) expenses and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantdisbursements. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations Successor Custodian ---------------------------------------------------------------- This Agreement shall become effective as of the Corporation pursuant to this Replacement Capital Covenant its execution, shall remain continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the earliest parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date (of such delivery or mailing; provided, that the “Termination Date”) to occur Fund may at any -------- time by action of its Board, (i) (x) January 30, 2035 substitute another bank or (y) if trust company for the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior Custodian by giving notice as described above to the maturity date, as extendedCustodian, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) immediately terminate this Agreement in the dateevent of the appointment of a conservator or receiver for the Custodian by the Federal Deposit Insurance Corporation or by the Banking Commissioner of The Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, if anythe Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, on which expenses and disbursements. Unless the Holders holders of at least a majority of the outstanding principal amount shares of the then effective Covered Debt consent Fund vote to have the securities, funds and other properties held hereunder delivered and paid over to some other bank or agree trust company, specified in writing to the vote, having not less than $25,000,000 of aggregate capital, surplus and undivided profits, as shown by its last published report, and meeting such other qualifications for custodians set forth in the Investment Company Act of 1940, the Board shall,, forthwith, upon giving or receiving notice of termination of this Agreement, appoint as successor custodian, a bank or trust company having such qualifications. The Bank, as Custodian, Agent or otherwise; shall, upon termination of the obligations Agreement, deliver to such successor custodian, all securities then held hereunder and all funds or other properties of the Corporation hereunder, (iii) Fund deposited with or held by the date on which Bank hereunder and all books of account and records kept by the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation Bank pursuant to this Replacement Capital Covenant shall be of no further force Agreement, and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only all documents held by the Corporation after obtaining Bank relative thereto. In the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided event that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed no such vote has been adopted by the Corporation (shareholders and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has no written order designating a successor custodian shall have been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders Bank on or before the date when such termination shall become effective, then the Bank shall not deliver the securities, funds and other properties of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse Fund to the rights Fund but shall have the right to deliver to a bank or trust company doing business in Boston, Massachusetts of its own selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $25,000,000, all funds, securities and properties of the Holders Fund held by or deposited with the Bank, and all books of account and records kept by the then-effective Covered Debt Bank pursuant to this Agreement, and an officer of all documents held by the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture Bank relative thereto. Thereafter such bank or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder trust company shall be the Holders successor of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effectiveCustodian under this Agreement.

Termination and Amendment. (a) The obligations This Contract shall become effective as of the Corporation pursuant to this Replacement Capital Covenant its execution, shall remain continue in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30terminated as hereinafter provided, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwise. (b) This Replacement Capital Covenant may be amended or supplemented from time to at any time by a written instrument signed only by the Corporation after obtaining the consent mutual agreement of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant parties hereto and may be amended terminated by either party by an instrument in writing delivered or supplemented from time mailed, postage prepaid to time by a written instrument signed by the Corporation other party, such termination to take effect not sooner than thirty (and without the consent of the Holders30) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, days after the date of this Replacement Capital Covenantsuch delivery or mailing; provided, an accounting standard or interpretive guidance however that the Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in the absence of receipt of an existing accounting standard issued initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System by such Portfolio and the receipt of an organization annual certificate of the Secretary or regulator an Assistant Secretary that the Board of Trustees has responsibility for establishing or interpreting accounting standards reviewed the use by such Portfolio of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.10A hereof in the United States becomes effective absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System by such thatPortfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Corporation has been otherwise advised in writing Declaration of Trust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable described above to the Corporation; Custodian, or (ii) immediately terminate this Contract in the sole effect event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such amendment or supplement is either (A) to impose additional restrictions on termination and shall likewise reimburse the ability of (1) the Corporation to redeemCustodian for its costs, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) expenses and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenantdisbursements. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.

Termination and Amendment. (a) The obligations This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the Corporation pursuant parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of such Securities system, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended, and that the Custodian shall not act under Section 2.12.A hereof in the absence of receipt of an initial certificate of 8 the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of the Direct Paper System; provided further, however, that the Trust shall not amend or terminate this Replacement Capital Covenant Contract in contravention of any applicable federal or state regulations, or any provision of its Agreement and Declaration of Trust, and further provided, that the Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect until the earliest date (the “Termination Date”) to occur of (i) (x) January 30, 2035 or (y) if the maturity date of the Notes shall be extended in accordance with the First Supplemental Indenture, the date which is 30 years prior to the maturity date, as extended, or if earlier, the date on which the Notes are otherwise paid, redeemed, defeased or purchased in full (in compliance with the terms of Section 2 of this Replacement Capital Covenant), (ii) the date, if any, on which the Holders of at least a majority of the outstanding principal amount of the then effective Covered Debt consent or agree in writing to the termination of the obligations of the Corporation hereunder, (iii) the date on which the Corporation ceases to have any Eligible Senior Debt or Eligible Subordinated Debt (in each case without giving effect to the rating requirement in clause (ii) of the definition of each such term), or (iv) the date on which the Notes are accelerated as a result of a default thereunder. From and after the Termination Date, the obligations of the Corporation pursuant to this Replacement Capital Covenant shall be of no further force and effect with respect to the Holders, or otherwiseeffect. (b) This Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed only by the Corporation after obtaining the consent of the Holders of at least a majority of the outstanding principal amount of the then-effective Covered Debt; provided that this Replacement Capital Covenant may be amended or supplemented from time to time by a written instrument signed by the Corporation (and without the consent of the Holders) if any of the following apply: (i) such amendment or supplement eliminates Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities, if, in the case of this clause, after the date of this Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that, or the Corporation has been otherwise advised in writing by a nationally recognized independent accounting firm that, there is more than an insubstantial risk that failure to eliminate Common Stock, Rights to acquire Common Stock, Common Equity Units and/or Mandatorily Convertible Preferred Stock as Replacement Capital Securities would result in a reduction in the Corporation’s earnings per share as calculated in accordance with generally accepted accounting principles in the United States or International Financial Reporting Standards (“IFRS”) if then applicable to the Corporation; (ii) the sole effect of such amendment or supplement is either (A) to impose additional restrictions on the ability of (1) the Corporation to redeem, purchase or defease Notes or (2) any majority-owned Subsidiary of the Corporation to purchase Notes, or (B) to impose additional restrictions on, or to eliminate certain of, the types of securities qualifying as Replacement Capital Securities (other than securities which are covered by clause (i) above) and in each case an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate to that effect; (iii) such amendment or supplement extends the date specified in Section 4(a)(i), the Stepdown Date or both; or (iv) such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt and an officer of the Corporation has delivered to the Holders of the then-effective Covered Debt in the manner provided for in the indenture or other instrument under which such Covered Debt was issued a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the rights of the Holders of the then-effective Covered Debt. For the avoidance of doubt, an amendment or supplement that adds new types of Replacement Capital Securities or modifies the requirements of the Replacement Capital Securities described herein would not be adverse to the rights of the Holders of the Covered Debt if, following such amendment or supplement, this Replacement Capital Covenant would satisfy the definition of Explicit Replacement Covenant. (c) For purposes of Sections 4(a) and 4(b), the Holders whose consent or agreement is required to terminate, amend or supplement this Replacement Capital Covenant or the obligations of the Corporation hereunder shall be the Holders of the then effective Covered Debt as of a record date established by the Corporation that is not more than 30 days prior to the date on which the Corporation proposes that such termination, amendment or supplement becomes effective.