Common use of Transfer of Certificates Clause in Contracts

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreementtransferability, shall be transferable at the principal office of the Company Trustees (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section belowSection. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates certificate representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no No transfer of voting trust certificates shall cause in any way remove the shares represented by such certificate or certificates to be distributable to the transferee from being held by the Trustees or otherwise cause the provisions of under this Agreement to cease to apply to such shares. Any and any transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ ' discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1i) evidence of such fact satisfactory to the Trustees; (2ii) indemnity satisfactory to the Trustees (whether by bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3iii) the existing certificate, if mutilated; and (4iv) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) The voting trust certificatesTransfer of any Voting Trust Certificate shall be subject to any restrictions, if provisions and conditions applicable to the extent transferable under applicable securities law Common Stock which it represents, whether imposed by law, specified on such stock certificates or under specified in this Agreement or in any agreement restricting transferability including, without limitationother agreement. Subject to the foregoing, the Shareholders’ Agreement, Voting Trust Certificates shall be freely transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the TrusteesTrustee, at such office as the Trustee may designate, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section belowTrustee. If a transfer of voting trust certificates Voting Trust Certificates is so permitted, the holder Holder shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security or tax identification number of the transferee and number of shares as to which the beneficial interest is Voting Trust Certificates being transferred, and shall surrender to the Trustees Trustee the voting trust certificate Voting Trust Certificate or certificates representing such sharesVoting Trust Certificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustee, upon receipt of such notice and voting trust certificate(sVoting Trust Certificate(s), shall transfer the voting trust certificates Voting Trust Certificate(s) on the voting trust certificate Voting Trust Certificate registry and issue a new voting trust certificate Voting Trust Certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates Holder as the owners owner of said voting trust certificates each Voting Trust Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesVoting Trust Certificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as otherwise provided in subparagraph 4(b) belowthis Agreement, no transfer of voting trust certificates a Voting Trust Certificate shall cause in any way remove the shares Trust Shares represented by such certificate or certificates to be distributable to the transferee Voting Trust Certificate from being held by the Trustees or otherwise cause the provisions of Trustee under this Agreement to cease to apply to such shares. Any and any transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent consents to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates Holder shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees Trustee shall not be required to recognize any transfer of a voting trust certificate Voting Trust Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the TrusteesTrustee, and shall in addition deposit with the Trustees Trustee indemnity satisfactory to the TrusteesTrustee. Nothing set forth herein shall be deemed to limit the ability of the Stockholders to grant a pledge of the Voting Trust Certificates to any person. (b) If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee, in his discretion, may issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to the Trustee; (b) indemnity satisfactory to the Trustee; (c) the existing certificate, if mutilated; and (d) the Trustee's reasonable fees and expenses in connection with the issuance of a new trust certificate. The Trustee shall not be required to recognize any transfer of a Voting Trust Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustee and shall, in addition, deposit with the Trustee indemnity satisfactory to him.

Transfer of Certificates. (a) The voting trust certificatesTransfer of any Voting Trust Certificate shall be subject to any restrictions, if provisions and conditions applicable to the extent transferable under applicable securities law Common Stock which it represents, whether imposed by law, specified on such stock certificates or under specified in this Agreement or in any agreement restricting transferability including, without limitationother agreement. Subject to the foregoing, the Shareholders’ Agreement, Voting Trust Certificates shall be freely transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, at such office as the Trustees may designate, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates Voting Trust Certificates is so permitted, the holder Holder shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security or tax identification number of the transferee and number of shares as to which the beneficial interest is Voting Trust Certificates being transferred, and shall surrender to the Trustees Trustee the voting trust certificate Voting Trust Certificate or certificates representing such sharesVoting Trust Certificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustee, upon receipt of such notice and voting trust certificate(sVoting Trust Certificate(s), shall transfer the voting trust certificates Voting Trust Certificate(s) on the voting trust certificate Voting Trust Certificate registry and issue a new voting trust certificate Voting Trust Certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates Holder as the owners owner of said voting trust certificates each Voting Trust Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesVoting Trust Certificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as otherwise provided in subparagraph 4(b) belowthis Agreement, no transfer of voting trust certificates a Voting Trust Certificate shall cause in any way remove the shares Trust Shares represented by such certificate or certificates to be distributable to the transferee Voting Trust Certificate from being held by the Trustees or otherwise cause the provisions of Trustee under this Agreement to cease to apply to such shares. Any and any transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent consents to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates Holder shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees Trustee shall not be required to recognize any transfer of a voting trust certificate Voting Trust Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the TrusteesTrustee, and shall in addition deposit with the Trustees Trustee indemnity satisfactory to the Trustees. Nothing set forth herein shall be deemed to limit the ability of the Stockholders to grant a pledge of the Voting Trust Certificates to any person. (b) If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustees, in their discretion, may issue a duplicate of such certificate upon receipt of: (a) evidence of such fact satisfactory to the Trustees; (b) indemnity satisfactory to the Trustees; (c) the existing certificate, if mutilated; and (d) the Trustees' reasonable fees and expenses in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a Voting Trust Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees and shall, in addition, deposit with the Trustees indemnity satisfactory to them.

Transfer of Certificates. (a) The voting trust certificatesCertificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability transferability, including, without limitation, the ShareholdersStockholders’ Agreement, shall be transferable at the principal office of the Company Trustees (and or at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificatesHolders), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorizedauthorized attorney, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth below in this Section belowSection. If a transfer of voting trust certificates Certificates is so permitted, the holder Holder shall notify the Trustees of the details of such transfer, including the name, address and social security or tax identification number of the transferee and number of shares as to which the beneficial interest is Certificates being transferred, and shall surrender to the Trustees the voting trust certificate Certificate or certificates representing such sharesCertificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustees, upon receipt of such notice and voting trust certificate(sCertificate(s), shall transfer the voting trust certificates Certificate(s) on the voting trust certificate Certificate registry and issue a new voting trust certificate Certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates Holder as the owners owner of said voting trust certificates each Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesCertificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no No transfer of voting trust certificates a Voting Trust Certificate shall cause in any way remove the shares Shares represented by such certificate or certificates to be distributable to the transferee Certificate from being held by the Trustees or otherwise cause the provisions of under this Agreement to cease to apply to such shares. Any and any transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent consents to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates Holder shall be deemed to be a party hereto as though an original signatory hereto. The Trustees shall not be required to recognize any transfer of a Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate Certificate is lost, stolen, mutilated, mutilated or destroyed, the holder Holder thereof shall promptly notify the Trustees promptly and the Trustees, in the Trustees’ their discretion, may issue to such holder Holder a duplicate of such certificate Certificate upon receipt of: of (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificateCertificate); (3) the existing certificateCertificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the TrusteesCertificate.

Transfer of Certificates. The Regular Trustees shall provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge but only upon payment (awith such indemnity as the Regular Trustees may require) The voting trust certificates, if and in respect of any tax or other government charges that may be imposed in relation to the extent transferable under applicable securities law or under it. Upon surrender for registration of transfer of any agreement restricting transferability including, without limitationCertificate, the Shareholders’ AgreementRegular Trustees shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees. Every Certificate surrendered for registration of transfer or exchange, [or for conversion] or redemption, shall be transferable at accompanied by a written instrument of transfer in form satisfactory to the principal office of the Company (Registrar and at such other office as the Regular Trustees may designate by an instrument in writing signed duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange, or for redemption [or conversion], shall be canceled by the Regular Trustees and sent (in the case of Common Securities) or by mail the Institutional Trustee (in the case of Trust Preferred Securities). A transferee of a Certificate shall be entitled to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, rights and subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment obligations of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause Holder hereunder upon the shares represented receipt by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificateCertificate. By acceptance of a Certificate, does hereby consent each transferee shall be deemed to have agreed to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificateDeclaration. The Regular Trustees shall will not be required to recognize any register the transfer of or exchange any Securities during the period beginning at the opening of business 15 days before the selection of any Securities to be redeemed (unless all of the outstanding Securities are called for redemption) and ending at the close of business on the day of that selection or register the transfer of or exchange any Securities, or portions thereof, called for redemption, except the unredeemed portion of any Security being redeemed in part. In the event that any Securities are not held in book-entry form, Holders will be required to surrender certificates evidencing such Securities to a voting trust certificate not made Paying Agent [or Conversion Agent] in accordance with the provisions hereoforder to receive payments due upon redemption [or in order to convert such Securities, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trusteesrespectively].

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan. By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan. The voting trust certificates, if Owner Trustee shall have no duty to independently determine that the requirement in (iii) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the extent transferable under applicable securities law transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office portion of the Company (and at beneficial interest in the Issuer evidenced by such other office as Certificate upon surrender thereof to the Trustees may designate by an instrument in writing signed Owner Trustee accompanied by the Trustees and sent documents required by mail to the this Section. Such transfer may be made by a registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either Certificateholder in person or by his attorney thereto duly authorized, authorized in writing upon surrender thereof, according of the Certificate to the rules established for that purpose Owner Trustee accompanied by the Trustees, subject to the provisions set forth in this Section below. If a written instrument of transfer and with such signature guarantees and evidence of voting trust certificates is so permitted, the holder shall notify the Trustees authority of the details Persons signing the instrument of such transfer, including transfer as the name, address and social security number of Owner Trustee may reasonably require. Promptly upon the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice documents and voting trust certificate(s)receipt by the Owner Trustee of the transferor’s Certificate, transfer the voting trust certificates on Owner Trustee shall record the voting trust certificate registry name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new voting trust certificate Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the transferee. Until so transferredissuance of the new Certificate or Certificates, the Trustees Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates treat, for all purposes whatsoever. , the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to making any registration of transfer or delivery of voting trust certificatesunder this Section 3.5, the Trustees Owner Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for cover the payment of any stamp tax or taxes or other governmental charge charges required to be paid in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by with such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretotransfer. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees Owner Trustee shall not be required obligated to recognize register any transfer of a voting Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust certificate not made in accordance with the provisions hereofor an S corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the person claiming such ownership shall have produced indicia Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of title satisfactory the value of the beneficial owner’s interest in the flow-through entity is attributable to the Trustees, and flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall in addition deposit with be permitted if the Trustees indemnity satisfactory to same is effected through an established securities market or secondary market (or the Trusteessubstantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.

Transfer of Certificates. The Trust shall maintain an office or agency in The City of New York or Wilmington, Delaware where Securities may be presented for transfer, exchange or conversion. The Trust shall keep or cause to be kept at such office or agency a register for the purpose of registering Preferred Securities and transfers and exchanges of Preferred Securities (athe "Securities Register"), such register to be held by a registrar (the "Securities Registrar"). The Securities Registrar shall provide for the registration of Trust Securities Certificates and of transfers of Trust Securities Certificates, which will be effected without charge, but only upon payment (with such indemnity as the Securities Registrar may require) The voting trust certificatesin respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Trust Securities Certificate, if the Trust shall cause one or more new Trust Securities Certificates to be issued in the name of the designated transferee or transferees. Every Trust Securities Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in the form attached hereto as Exhibit E and which is satisfactory to the extent transferable under applicable securities law Securities Registrar and duly executed by the Holder or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, such Holder's attorney duly authorized in writing. Each Trust Securities Certificate surrendered for registration of transfer shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed canceled by the Trustees and sent by mail Securities Registrar. A transferee of a Trust Securities Certificate shall be entitled to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, rights and subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment obligations of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause Holder hereunder upon the shares represented receipt by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificateTrust Securities Certificate. By acceptance of a Trust Securities Certificate, does hereby consent each transferee shall be deemed to have agreed to be bound by the terms of this Trust Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly 5 Amended and Restated Trust Agreement (USAA 20[ ]-[ ]) traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan. By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan. The voting trust certificates, if Owner Trustee shall have no duty to independently determine that the requirement in (iii) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the extent transferable under applicable securities law transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office portion of the Company (and at beneficial interest in the Issuer evidenced by such other office as Certificate upon surrender thereof to the Trustees may designate by an instrument in writing signed Owner Trustee accompanied by the Trustees and sent documents required by mail to the this Section 3.5. Such transfer may be made by a registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either Certificateholder in person or by his attorney thereto duly authorized, authorized in writing upon surrender thereof, according of the Certificate to the rules established for that purpose Owner Trustee accompanied by the Trustees, subject to the provisions set forth in this Section below. If a written instrument of transfer and with such signature guarantees and evidence of voting trust certificates is so permitted, the holder shall notify the Trustees authority of the details Persons signing the instrument of such transfer, including transfer as the name, address and social security number of Owner Trustee may reasonably require. Promptly upon the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice documents and voting trust certificate(s)receipt by the Owner Trustee of the transferor’s Certificate, transfer the voting trust certificates on Owner Trustee shall record the voting trust certificate registry name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new voting trust certificate Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the transferee. Until so transferredissuance of the new Certificate or Certificates, the Trustees Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates treat, for all purposes whatsoever. , the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to making any registration of transfer or delivery of voting trust certificatesunder this Section 3.5, the Trustees Owner Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for cover the payment of any stamp tax or taxes or other governmental charge charges required to be paid in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by with such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretotransfer. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees Owner Trustee shall not be required obligated to recognize register any transfer of a voting Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust certificate not made in accordance with the provisions hereofor an S corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the person claiming such ownership shall have produced indicia Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of title satisfactory the value of the beneficial owner’s interest in the flow-through entity is attributable to the Trustees, and flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall in addition deposit with be permitted if the Trustees indemnity satisfactory to same is effected through an established securities market or secondary market (or the Trusteessubstantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.

Transfer of Certificates. (a) The voting trust certificates, if and Voting Trust Certificates shall be transferable to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be Shares are transferable at the principal office of the Company Trustee in Malvern, Pennsylvania (and or at such other office as the Trustees Trustee may designate by an instrument in writing signed by the Trustees him and sent by mail to the registered holders of voting trust certificatesthe Voting Trust Certificates), on the books of the TrusteesTrustee, by the registered owner thereof, either in person or by attorney thereto thereunto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, Trustee; and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates registered holder as the owners of said voting trust certificates owner thereof for all purposes whatsoever, but he shall not be required to deliver new Voting Trust Certificates or, if applicable, certificates representing Shares without the surrender of the related Voting Trust Certificate. As a condition to making any No transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer Voting Trust Certificate may be effected unless the Trustee receives proof of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause compliance with the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound and any legal opinion or other documentation reasonably required by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) Trustee. If a voting trust certificate Voting Trust Certificate is lost, stolen, mutilated, mutilated or destroyed, the holder thereof shall promptly notify the Trustees and the TrusteesTrustee may, in the Trustees’ his discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1a) evidence of such fact satisfactory to the Trusteeshim; (2b) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate)him; (3c) the existing certificate, if mutilated; and (4d) the his reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificateVoting Trust Certificate. The Trustees Trustee shall not be required to recognize any transfer of a voting trust certificate Voting Trust Certificate not made in accordance with the provisions hereof, hereof unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, Trustee and shall in addition deposit with the Trustees Trustee indemnity satisfactory to him. Subject to the Trusteesfollowing sentence, any transferee in accordance with the terms of this Agreement shall be issued a Voting Trust Certificate, whereupon such transferee shall be bound by the provisions of this Agreement. In the event of the transfer of all or part of a Voting Trust Certificate to a person such that the transfer of the underlying Shares to such person would result in the conversion of the shares of Class B Common Stock into Common Stock of the Corporation pursuant to Clause D.(iv) of Section 2 of the Composite Amended and Restated Certificate of Incorporation of the Corporation, the Trustee shall, upon surrender of such Voting Trust Certificate to him, assign and transfer to such transferee, for presentation for transfer on the books of the Corporation and conversion into Common Stock of the Corporation, the number of Shares underlying the portion of the Voting Trust Certificate so transferred and issue a Voting Trust Certificate for the remaining Shares, if any, to such transferor.

Transfer of Certificates. (a) The voting trust certificatesCertificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability transferability, including, without limitation, the Shareholders’ ' Agreement, shall be transferable at the principal office of the Company Trustee (and or at such other office as the Trustees Trustee may designate by an instrument in writing signed by the Trustees Trustee and sent by mail to the registered holders of voting trust certificatesHolders), on the books of the TrusteesTrustee, by the registered owner thereof, either in person or by attorney thereto duly authorizedauthorized attorney, upon surrender thereof, according to the rules established for that purpose by the TrusteesTrustee, subject to the provisions set forth below in this Section belowSection. If a transfer of voting trust certificates Certificates is so permitted, the holder Holder shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security or tax identification number of the transferee and number of shares as to which the beneficial interest is Certificates being transferred, and shall surrender to the Trustees Trustee the voting trust certificate Certificate or certificates representing such sharesCertificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustee, upon receipt of such notice and voting trust certificate(sCertificate(s), shall transfer the voting trust certificates Certificate(s) on the voting trust certificate Certificate registry and issue a new voting trust certificate Certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates Holder as the owners owner of said voting trust certificates each Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesCertificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no No transfer of voting trust certificates a Voting Trust Certificate shall cause in any way remove the shares Shares represented by such certificate or certificates to be distributable to the transferee Certificate from being held by the Trustees or otherwise cause the provisions of Trustee under this Agreement to cease to apply to such shares. Any and each transferee, by accepting a transfer of a voting trust certificatesuch transfer, does hereby consent consents to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates Holder shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees Trustee shall not be required to recognize any transfer of a voting trust certificate Certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the TrusteesTrustee, and shall in addition deposit with the Trustees Trustee indemnity satisfactory to the Trustees. (b) If a Certificate is lost, stolen, mutilated or destroyed, the Holder thereof shall notify the Trustee promptly and the Trustee, in the Trustee's discretion, may issue to such Holder a duplicate of such Certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustee; (2) indemnity satisfactory to the Trustee (whether bond or otherwise in such form or amount and with such surety as the Trustee may require to indemnify the Trustee against loss or liability that might arise due to the issuance of such new Certificate); (3) the existing Certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustee m connection with the issuance of a new Certificate.

Transfer of Certificates. (a) The voting trust certificatesAny Certificateholder may assign, if convey or otherwise transfer all or any of its right, title and to interest in the extent transferable under applicable securities law or under any agreement restricting transferability includingrelated Certificate; provided, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office that (i) such transferee is either an Affiliate of the Company Seller or is a Qualified Institutional Buyer, (ii) the Owner Trustee and at the Issuer receive an Opinion of Counsel stating that, in the opinion of such other office counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes and (iii) such Certificate may not be acquired by or for the Trustees may designate by an instrument in writing signed by account of or with the Trustees assets of a Benefit Plan. By accepting and sent by mail to the registered holders of voting trust certificatesholding a Certificate (or any interest therein), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder thereof shall notify be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing the Trustees Certificate (or any interest therein) on behalf of a Benefit Plan. The Owner Trustee shall have no duty to independently determine that the details requirement in (iii) above is met and shall incur no liability to any Person in the event the holder of a Certificate does not comply with such transferrestrictions. Subject to the transfer restrictions contained herein and in the Certificate, including the name, address and social security number any Certificateholder may transfer all or any portion of the transferee and number of shares as to which the beneficial interest is being transferred, and shall in the Issuer evidenced by such Certificate upon surrender thereof to the Trustees Owner Trustee accompanied by the voting trust certificate documents required by this Section. Such transfer may be made by a registered Certificateholder in Person or certificates representing by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such shares, properly endorsed for transfer, signature guarantees and evidence of authority of the Trustees shall, Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such notice documents and voting trust certificate(s)receipt by the Owner Trustee of the transferor’s Certificate, transfer the voting trust certificates on Owner Trustee shall record the voting trust certificate registry name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new voting trust certificate Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the transferee. Until so transferredissuance of the new Certificate or Certificates, the Trustees Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates treat, for all purposes whatsoever. , the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to making any registration of transfer or delivery of voting trust certificatesunder this Section 3.5, the Trustees Owner Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for cover the payment of any stamp tax or taxes or other governmental charge charges required to be paid in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by with such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretotransfer. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees Owner Trustee shall not be required obligated to recognize register any transfer of a voting Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust certificate not made in accordance with the provisions hereofor an S corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the person claiming such ownership shall have produced indicia Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of title satisfactory the value of the beneficial owner’s interest in the flow-through entity is attributable to the Trustees, and flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall in addition deposit with be permitted if the Trustees indemnity satisfactory to same is effected through an established securities market or secondary market (or the Trusteessubstantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreementtransferability, shall be transferable at the principal office of the Company Trustee (and at such other office as the Trustees Trustee may designate by an instrument in writing signed by the Trustees Trustee and sent by mail to the registered holders of voting trust certificates), on the books of the TrusteesTrustee, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the TrusteesTrustee, subject to the provisions set forth in this Section Paragraph below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security taxpayer identification number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees Trustee the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees Trustee shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates certificate(s) on the voting trust certificate registry and issue a new voting trust certificate to the transfereetransferee and, the extent that a portion of the shares represented by such voting trust certificate or certificates is retained by the transferor, issue a new voting trust certificate to the transferor. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto.to (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees Trustee and the TrusteesTrustee, in the Trustees’ Trustee's discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the TrusteesTrustee; (2) indemnity satisfactory to the Trustees Trustee (whether bond or of otherwise in such form or amount and with such surety as the Trustees Trustee may require to indemnify the Trustees Trustee against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees Trustee in connection with the issuance of a new trust certificate. The Trustees Trustee shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the TrusteesTrustee, and shall in addition deposit with the Trustees Trustee indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) The voting trust certificates, if and Subject to the extent transferable under applicable securities law provisions of Section 14, at any time after the Close of Business on the Distribution Date and at or under any agreement restricting transferability including, without limitationprior to the Close of Business on the earliest of the Redemption Date, the Shareholders’ AgreementExchange Date and the Expiration Date, any Rights Certificate or Rights Certificates may be transferred, divided, combined or exchanged for another Rights Certificate or Rights Certificates, entitling the registered holder to purchase a like number of shares of Preferred Stock (or other securities, cash or other property, following a Triggering Event or a Business Combination, as the case may be) as the Rights Certificate or Rights Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, divide, combine or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent and shall surrender, together with any required form of assignment and certificate duly completed, the Rights Certificate or Rights Certificates to be transferable transferred, divided, combined or exchanged at the principal corporate trust office of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate or Rights Certificates until the registered holder shall have duly completed and executed the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (and at or such other office former or proposed Beneficial Owner) thereof or such Beneficial Owner's Affiliates or Associates as the Trustees may designate by an instrument in writing signed by Company shall reasonably request. Thereupon the Trustees Rights Agent shall countersign and sent by mail deliver to the registered holders of voting trust certificates)Person entitled thereto a Rights Certificate or Rights Certificates, on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoevercase may be, as so requested. As a condition to making any transfer such transfer, division, combination or delivery of voting trust certificatesexchange, the Trustees Company may require compliance payment by the transferee with any applicable federal or state statute and the payment surrendering holder of a sum sufficient to pay for cover any stamp tax or other governmental charge that may be imposed in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) The Transfer of any voting trust certificatescertificate shall be subject to any restrictions, if provisions and conditions applicable to the extent transferable under applicable securities law stock which it represents, whether imposed by law, specified on such stock certificates or under specified in this Agreement or in any other agreement restricting transferability including, without limitation, the Shareholders’ Founding Stockholders' Agreement dated as of May 6, 1997 (as amended, the "Founding Stockholders' Agreement") between the Company and each Shareholder, as defined therein, which Agreement each party hereto represents is a valid and binding obligation of such party, enforceable against such party in accordance with its terms. The Company hereby confirms its consent pursuant to the terms of the Founding Stockholders' Agreement to the transfer on or before the date of execution of this Agreement of up to 1,800,000 Shares by Subramaniam to the Partnership and the subsequent transfer by the Partnership to the Geneva Trust of all Shares transferred by Subramaniam to the Partnership, which Shares are subject to the Founding Stockholders' Agreement and this Agreement. Subject to the foregoing, the voting trust certificates shall be freely transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the TrusteesTrustee, at such office as the Trustee may designate, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transferTrustee, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates registered holder as the owners of said voting trust certificates owner thereof for all purposes whatsoever. As a condition , but the Trustee shall not be required to making any transfer or delivery deliver new voting trust certificates hereunder without the surrender of such existing voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, mutilated or destroyed, the holder thereof shall promptly notify the Trustees and the TrusteesTrustee, in the Trustees’ its discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1a) evidence of such fact satisfactory to the Trusteesit; (2b) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate)it; (3c) the existing certificate, if mutilated; and (4d) the Trustee's reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees Trustee shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the TrusteesTrustee and shall, and shall in addition addition, deposit with the Trustees Trustee indemnity satisfactory to them. After termination of the TrusteesFounding Stockholders' Agreement and this Agreement in accordance with their respective terms, upon written request from a Stockholder to transfer Shares, if the Company's securities are then publicly traded and Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), is then available to the Company, the Company will accept the legal opinion of counsel to such Stockholder if such counsel is experienced in securities law matters, that such transfer complies with the applicable provisions of Rule 144.

Transfer of Certificates. The Trust shall maintain an office or agency in The City of New York or Wilmington, Delaware where Securities may be presented for transfer, exchange or conversion. The Trust shall keep or cause to be kept at such office or agency a register for the purpose of registering Preferred Securities and transfers and exchanges of Preferred Securities (athe "Securities Register"), such register to be held by a registrar (the "Securities Registrar"). The Securities Registrar shall provide for the registration of Trust Securities Certificates and of transfers of Trust Securities Certificates, which will be effected without charge, but only upon payment (with such indemnity as the Securities Registrar may require) The voting trust certificatesin respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Trust Securities Certificate, if the Trust shall cause one or more new Trust Securities Certificates to be issued in the name of the designated transferee or transferees. Every Trust Securities Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in the form attached hereto as Exhibit D and which is satisfactory to the extent transferable under applicable securities law Securities Registrar and duly executed by the Holder or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, such Holder's attorney duly authorized in writing. Each Trust Securities Certificate surrendered for registration of transfer shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed canceled by the Trustees and sent by mail Securities Registrar. A transferee of a Trust Securities Certificate shall be entitled to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, rights and subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment obligations of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause Holder hereunder upon the shares represented receipt by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificateTrust Securities Certificate. By acceptance of a Trust Securities Certificate, does hereby consent each transferee shall be deemed to have agreed to be bound by the terms of this Trust Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) 6.1 The voting trust certificatesCertificates, if and to the extent transferable under this Agreement and applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreementlaw, shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates)Trustee, on the books of the TrusteesTrustee, by the registered owner thereof, either in person or by attorney thereto duly authorizedBeneficiary, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions thereof as set forth in this Section below. If a transfer of voting trust certificates Certificates is so permitted, the holder Beneficiary shall notify the Trustees Trustee of the details of such transfer, including the name, address and social security number of required details regarding the transferee and number of shares as to which the beneficial interest is Certificates being transferred, and shall surrender to the Trustees Trustee the voting trust certificate Certificate or certificates representing such sharesCertificates being transferred, properly endorsed for transfer, and the Trustees shall. The Trustee, upon receipt of such notice and voting trust certificate(sCertificate(s), shall transfer the voting trust certificates Certificate(s) on the voting trust certificate Certificate registry and issue a new voting trust certificate Certificate to the transfereetransferee (or cause Company to issue new certificates directly in the name of the transferee if permitted pursuant to Section 7 below). Until so transferred, the Trustees Trustee may treat the record holders of voting trust certificates Beneficiary as the owners owner of said voting trust certificates each Certificate for all purposes whatsoeverpurposes, notwithstanding any notice to the contrary. As a condition to making any transfer or delivery of voting trust certificatesCertificates, the Trustees Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge (i) law in connection therewith, and (ii) any requirements of Nasdaq regarding the Subject Securities. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates The Trustee shall cause the shares represented by such certificate or certificates not be required to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a recognize any transfer of a voting trust certificate, does hereby consent to be bound by Certificate not made in accordance with the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretoprovisions hereof. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) 6.2 If a voting trust certificate Certificate is lost, stolen, mutilated, mutilated or destroyed, the holder Beneficiary thereof shall promptly notify the Trustees Trustee promptly and the Trustees, in the Trustees’ discretion, may Trustee shall issue to such holder Beneficiary a duplicate of such certificate Certificate upon receipt of: (1i) evidence of such fact satisfactory to the TrusteesTrustee; (2ii) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees Trustee against loss or liability that might arise due to the issuance of such new voting trust certificate)Certificate; (3iii) the existing certificateCertificate, if mutilated; and (4iv) the reasonable fees and expenses of the Trustees Trustee in connection with the issuance of a new trust certificate. Certificate. 6.3 The Trustees shall not be required provisions of this Section 6 will apply, mutatis mutandis, to recognize all Certificates transferred to any transfer transferee under the terms of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trusteesthis Agreement.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan. By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of a Benefit Plan. The voting trust certificates, if Owner Trustee shall have no duty to independently determine that the requirement in (iii) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the extent transferable under applicable securities law transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or under any agreement restricting transferability including, without limitation, the Shareholders’ Agreement, shall be transferable at the principal office portion of the Company (and at beneficial interest in the Issuer evidenced by such other office as Certificate upon surrender thereof to the Trustees may designate by an instrument in writing signed Owner Trustee accompanied by the Trustees and sent documents required by mail to the this Section 3.5. Such transfer may be made by a registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either Certificateholder in person or by his attorney thereto duly authorized, authorized in writing upon surrender thereof, according of the Certificate to the rules established for that purpose Owner Trustee accompanied by the Trustees, subject to the provisions set forth in this Section below. If a written instrument of transfer and with such signature guarantees and evidence of voting trust certificates is so permitted, the holder shall notify the Trustees authority of the details Persons signing the instrument of such transfer, including transfer as the name, address and social security number of Owner Trustee may reasonably require. Promptly upon the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice documents and voting trust certificate(s)receipt by the Owner Trustee of the transferor’s Certificate, transfer the voting trust certificates on Owner Trustee shall record the voting trust certificate registry name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new voting trust certificate Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the transferee. Until so transferredissuance of the new Certificate or Certificates, the Trustees Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the record holders of voting trust certificates as the owners of said voting trust certificates treat, for all purposes whatsoever. , the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to making any registration of transfer or delivery of voting trust certificatesunder this Section 3.5, the Trustees Owner Trustee may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for cover the payment of any stamp tax or taxes or other governmental charge charges required to be paid in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by with such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretotransfer. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees Owner Trustee shall not be required obligated to recognize register any transfer of a voting Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust certificate not made in accordance with the provisions hereofor an S corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the person claiming such ownership shall have produced indicia Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of title satisfactory the value of the beneficial owner’s interest in the flow-through entity is attributable to the Trustees, and flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall in addition deposit with be permitted if the Trustees indemnity satisfactory to same is effected through an established securities market or secondary market (or the Trusteessubstantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code.

Transfer of Certificates. (a) The voting trust certificates, if and to the extent transferable under applicable securities law or under any agreement restricting transferability including, without limitation, the Shareholders’ ' Agreement, shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause the shares represented by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificate, does hereby consent to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory hereto. (b) After a transfer of a voting trust certificate pursuant to the Shareholders’ ' Agreement to any person other than an Original Shareholder, a Permitted Donee of an Original Shareholder or the Company, the Trustees shall deliver the shares represented by such voting trust certificate(s) to the transferee upon surrender of such transferred voting trust certificates: (c) If a voting trust certificate is lost, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ ' discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any transfer of a voting trust certificate not made in accordance with the provisions hereof, unless the person claiming such ownership shall have produced indicia of title satisfactory to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trustees.

Transfer of Certificates. (a) The voting trust certificatesRegular Trustees shall provide (or direct the Institutional Trustee to provide) for the registration of Certificates and of transfers of Certificates, if which will be effected without charge but only upon payment (with such indemnity as the Regular Trustees may require) in respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Certificate, the Regular Trustees shall cause (or direct the Institutional Trustee to cause) one or more new Certificates to be issued and authenticated by the Institutional Trustee or authentication agent in the name of the designated transferee or transferees. Every Certificate surrendered for registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the extent transferable under applicable securities law Regular Trustees duly executed by the Holder or under any agreement restricting transferability includingsuch Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer shall be canceled by the Regular Trustees (or, without limitationat the direction of the Regular Trustees, the Shareholders’ Agreement, Institutional Trustee). A transferee of a Certificate shall be transferable at the principal office of the Company (and at such other office as the Trustees may designate by an instrument in writing signed by the Trustees and sent by mail entitled to the registered holders of voting trust certificates), on the books of the Trustees, by the registered owner thereof, either in person or by attorney thereto duly authorized, upon surrender thereof, according to the rules established for that purpose by the Trustees, rights and subject to the provisions set forth in this Section below. If a transfer of voting trust certificates is so permitted, the holder shall notify the Trustees of the details of such transfer, including the name, address and social security number of the transferee and number of shares as to which the beneficial interest is being transferred, and shall surrender to the Trustees the voting trust certificate or certificates representing such shares, properly endorsed for transfer, and the Trustees shall, upon receipt of such notice and voting trust certificate(s), transfer the voting trust certificates on the voting trust certificate registry and issue a new voting trust certificate to the transferee. Until so transferred, the Trustees may treat the record holders of voting trust certificates as the owners of said voting trust certificates for all purposes whatsoever. As a condition to making any transfer or delivery of voting trust certificates, the Trustees may require compliance by the transferee with any applicable federal or state statute and the payment obligations of a sum sufficient to pay for any stamp tax or other governmental charge in connection therewith. Except as provided in subparagraph 4(b) below, no transfer of voting trust certificates shall cause Holder hereunder upon the shares represented receipt by such certificate or certificates to be distributable to the transferee by the Trustees or otherwise cause the provisions of this Agreement to cease to apply to such shares. Any transferee, by accepting a transfer of a voting trust certificateCertificate. By acceptance of a Certificate, does hereby consent each transferee shall be deemed to have agreed to be bound by the terms of this Agreement, and upon becoming a holder of voting trust certificates shall be deemed to be a party hereto as though an original signatory heretoDeclaration. (b) After Upon receipt by the Regular Trustees of a Definitive Preferred Security Certificate, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Regular Trustees, requesting transfer of such Definitive Preferred Security Certificate for a voting trust certificate pursuant to the Shareholders’ Agreement to any person other than an Original Shareholder, beneficial interest in a Permitted Donee of an Original Shareholder or the CompanyGlobal Certificate, the Regular Trustees shall deliver cancel such Definitive Preferred Security Certificate and cause, or direct the shares Depository Institution to cause, the aggregate number of Preferred Securities represented by such voting trust certificate(s) the appropriate Global Certificate to be increased accordingly. If no Global Certificates are then outstanding, the transferee Trust shall issue and the Institutional Trustee shall authenticate and deliver, upon surrender written order of such transferred voting trust certificates:any Regular Trustee, an appropriate number of Preferred Securities in global form. (c) If Upon receipt by the Regular Trustees from the Depository Institution or its nominee on behalf of any Person having a voting trust certificate beneficial interest in a Global Certificate of written instructions or such other form of instructions as is lostcustomary for the Depository Institution or the Person designated by the Depository Institution, stolen, mutilated, or destroyed, the holder thereof shall promptly notify the Trustees and the Trustees, in the Trustees’ discretion, may issue to such holder a duplicate of such certificate upon receipt of: (1) evidence of such fact satisfactory to the Trustees; (2) indemnity satisfactory to the Trustees (whether bond or otherwise in such form or amount and with such surety as the Trustees may require to indemnify the Trustees against loss or liability that might arise due to the issuance of such new voting trust certificate); (3) the existing certificate, if mutilated; and (4) the reasonable fees and expenses of the Trustees in connection with the issuance of a new trust certificate. The Trustees shall not be required to recognize any requesting transfer of a voting trust certificate not made beneficial interest in a Global Certificate for a Definitive Preferred Security Certificate, then the Regular Trustees (or, at the direction of the Regular Trustees, the Institutional Trustee) or the securities custodian, at the direction of the Institutional Trustee, will cause, in accordance with the provisions hereofstanding instructions and procedures existing between the Depository Institution and the securities custodian, unless the person claiming aggregate principal amount of the Global Certificate to be reduced on its books and records and, following such ownership shall have produced indicia of title satisfactory reduction, the Trust will execute and the Institutional Trustee will authenticate and deliver to the Trustees, and shall in addition deposit with the Trustees indemnity satisfactory to the Trusteestransferee a Definitive Preferred Security Certificate.