Common use of Voting Rights of Trust Preferred Securities Clause in Contracts

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in this Agreement or the LLC Agreement or as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or other applicable law, the Holders of the Trust Preferred Securities shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securities. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g) hereof, the Holders of a Majority of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Agreement, including the right to direct the Property Trustee, as Holder of the Class B Preferred Securities, to (i) exercise the remedies available to it under the LLC Agreement as a Holder of the Class B Preferred Securities or (ii) consent to any amendment, modification, or termination of the LLC Agreement or the Class B Preferred Securities where such consent shall be required; provided, however, that where a consent or action under the LLC Agreement would require the consent or action of the Holders of more than 50% of the Class B Preferred Securities affected thereby, only the Holders of at least the same percentage of the Trust Preferred Securities may direct the Property Trustee to give such consent or take such action on behalf of the Trust. (d) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company to enforce the Property Trustee’s rights under the Class B Preferred Securities without first instituting any legal proceeding against the Property Trustee, the Trust or any other person or entity. (e) Nothing in this Agreement shall affect the right of a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name against the Trust for enforcement of the Trust’s obligation to make such payment or against the Guarantor for enforcement of the Trust Preferred Guarantee. (f) In the event the consent of the Property Trustee, as the holder of the Class B Preferred Securities, is required under the LLC Agreement with respect to any amendment, modification or termination of the LLC Agreement, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Agreement would require the consent of the holders of more than 50% of the Class B Preferred Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same stated percentage of the Trust Securities. (g) The Property Trustee shall be under no obligation to take any of the actions described in Section 8.05(c)(i) or (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, the Trust will be classified as a grantor trust for United States federal income tax purposes and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust Estate. (h) Any required vote of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, to be given to the Holders of the Trust Preferred Securities in the manner set forth in Section 15.01 hereof. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (i) The voting rights provided pursuant to this Section 8.05 and applicable laws may be waived by the Holders of the Trust Preferred Securities by written notice to the Property Trustee and in accordance with applicable laws.

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in this Agreement or the LLC Agreement or as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or other applicable law, the Holders of the Trust Preferred Securities shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securities. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g) hereof, the Holders of a Majority of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Agreement, including the right to direct the Property Trustee, as Holder of the Class B Preferred Securities, to (i) exercise the remedies available to it under the LLC Agreement as a Holder of the Class B Preferred Securities or (ii) consent to any amendment, modification, or termination of the LLC Agreement or the Class B Preferred Securities where such consent shall be required; provided, however, that where a consent or action under the LLC Agreement would require the consent or action of the Holders of more a stated percentage greater than 50% of the Class B Preferred Securities affected thereby, only the Holders of at least the same percentage of the Trust Preferred Securities may direct the Property Trustee to give such consent or take such action on behalf of the Trust. (d) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company to enforce the Property Trustee’s rights under the Class B Preferred Securities without first instituting any legal proceeding against the Property Trustee, the Trust or any other person or entity. (e) Nothing in this Agreement shall affect the right of a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name against the Trust for enforcement of the Trust’s obligation to make such payment or against the Guarantor for enforcement of the Trust Preferred Guarantee. (f) In the event the consent of the Property Trustee, as the holder of the Class B Preferred Securities, is required under the LLC Agreement with respect to any amendment, modification or termination of the LLC Agreement, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Agreement would require the consent of the holders of more a stated percentage greater than 50% of the Class B Preferred Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same stated percentage of the Trust Securities. (g) The Property Trustee shall be under no obligation to take any of the actions described in Section 8.05(c)(i) or (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, the Trust will be classified as a grantor trust for United States federal income tax purposes and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust Estate. (h) Any required vote of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, to be given to the Holders of the Trust Preferred Securities in the manner set forth in Section 15.01 hereof. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (i) The voting rights provided pursuant to this Section 8.05 and applicable laws may be waived by the Holders of the Trust Preferred Securities by written notice to the Property Trustee and in accordance with applicable laws.

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in under Section 11.1 and this Agreement or the LLC Agreement or Article 7 and as otherwise required by the Delaware Statutory Business Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g7.5(d) hereofbelow, the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities voting separately as a class have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under this the Trust Agreement, including the right to direct the Property Trustee, as Holder of the Class B Preferred SecuritiesDebentures, to (i) exercise the remedies available to it under the LLC Agreement Indenture as a Holder of the Class B Preferred Securities or Debentures; (ii) consent to any amendment, modification, amendment or termination modification of the LLC Agreement Indenture or the Class B Preferred Securities Debentures where such consent shall be requiredrequired (iii) waive any past default and its consequences that is waivable under Section 6.6 of the Indenture or (iv) cancel an acceleration of the principal of the Debentures; provided, however, that where a consent or action under the LLC Agreement would require the consent or action if an Indenture Event of Default has occurred and is continuing, then the Holders of more than 5033% of the Class B Preferred Securities affected thereby, only the Holders of at least the same percentage aggregate Liquidation Amount of the Trust Preferred Securities may direct the Property Trustee to declare the principal of and interest on the Debentures due and payable; provided, further, that where a consent or action under the Indenture would require the consent or act of the Holders of more than a majority of the aggregate principal amount of Debentures affected thereby, only the Holders of the percentage of the aggregate stated Liquidation Amount of the Trust Preferred Securities which is at least equal to the percentage required under the Indenture may direct the Property Trustee to give such consent or to take such action on behalf provided, further, that (subject to the provisions of Section 3.9) the TrustProperty Trustee shall have the right to decline to follow any such direction if the Property Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders of Trust Preferred Securities not taking part in such direction or if the Property Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Property Trustee, in good faith, by its board of directors or trustees, executive committee, or a trust committee of directors or trustees, and/or Responsible Officers, shall determine that the action or proceeding so directed would involve the Property Trustee in personal liability. (dc) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities Debentures after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company Debenture Issuer to enforce the Property Trustee’s 's rights under the Class B Preferred Securities Indenture without first instituting any legal proceeding against the Property Trustee, the Trust Trustee or any other person Person. In addition, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to make any interest, principal or entity. (e) Nothing in this Agreement shall affect other required payments when due under the right of Indenture, then a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to may directly institute a proceeding in such Holder’s own name Direct Action against the Trust for enforcement of Debenture Issuer on or after the Trust’s obligation respective due date specified in the Debentures. (d) Subject to make such payment or against Section 2.7, the Guarantor for enforcement Property Trustee shall notify all Holders of the Trust Preferred GuaranteeSecurities of any notice of any Indenture Event of Default received from the Debenture Issuer with respect to the Debentures. Such notice shall state that such Indenture Event of Default also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses 7.5(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action, and each Holder will be treated as owning an undivided beneficial ownership interest in the Debentures. (fe) In the event the consent of the Property Trustee, as the holder Holder of the Class B Preferred SecuritiesDebentures, is required under the LLC Agreement Indenture with respect to any amendment, amendment or modification or termination of the LLC AgreementIndenture, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, amendment or modification or termination and shall vote with respect to such amendment, amendment or modification or termination as directed by not less than a Majority in Liquidation Amount of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Agreement Indenture would require the consent of the holders Holders of more than 50% a majority of the Class B Preferred Securitiesaggregate principal amount of the Debentures, the Property Trustee may only give such consent at the direction of the Holders of at least the same proportion in aggregate stated percentage Liquidation Amount of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directions of the actions described in Section 8.05(c)(i) or (ii) above Holders of the Securities unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes as a result of such action, and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust EstateDebentures. (hf) A waiver of an Indenture Event of Default with respect to the Debentures will constitute a waiver of the corresponding Trust Enforcement Event. (g) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Administrative Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, vote to be given mailed to the Holders each Holder of the record of Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be takenmeeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies proxies. (h) No vote or consentsconsent of the Holders of Trust Preferred Securities shall be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Debentures in accordance with this Trust Agreement and the terms of the Securities. (i) The voting rights provided pursuant Notwithstanding that Holders of Trust Preferred Securities are entitled to this Section 8.05 and applicable laws may be waived vote or consent under any of the circumstances described above, any of the Securities that are owned at such time by the Debenture Issuer, any Administrative Trustee or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Debenture Issuer or any Administrative Trustee, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Securities were not outstanding; provided, however, that persons otherwise eligible to vote to whom the Debenture Issuer or any of its subsidiaries have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities under any of the circumstances described herein. (j) Subject to Sections 6.6(a) and 7.5(k), Holders of the Trust Preferred Securities shall have no rights to appoint or remove the Trustees, who may be appointed, removed or replaced solely by written notice the Common Securities Holder. (k) Subject to the Property Trustee rights of the Holders of a Majority in Liquidation Amount of the Common Securities to appoint or remove Administrative Trustees as provided in Section 6.6(a)(iii), if an Indenture Event of Default has occurred and is continuing, the Trustees may be removed at such time only by a Majority in accordance with applicable lawsLiquidation Amount of the Trust Preferred Securities.

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in under Section 2.06 and this Agreement or the LLC Agreement or Article 8 and as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall will have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining being provided with a tax opinion in certain circumstances set forth in Section 8.05(g8.05(d) hereofand (f) below, the Holders of a Majority in liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee, as Holder record holder of the Class B Preferred Company Securities, to (i) exercise the remedies available to it under the LLC Company Securities Rights Agreement as a Holder record holder of the Class B Preferred Securities Company Securities, including, where the Company is a Capital Funding LLC, the right to elect the Special Directors and the Guarantee Independent Director, as the case may be, of the Company in accordance with the LLC Agreement or (ii) consent to any amendment, modification, or termination of the LLC Company Securities Rights Agreement or the Class B Preferred Company Securities where such consent shall be required; provided, however, that where a consent or action under the LLC Company Securities Rights Agreement would require the consent or action act of the Holders holders of more than 50% a majority of the Class B Preferred Company Securities affected thereby, only the Holders record holders of at least the same percentage of the aggregate stated liquidation amount of the Trust Preferred Securities which is at least equal to the percentage required under the Company Securities Rights Agreement may direct the Property Trustee to give such consent or take such action on behalf of the Trust. (dc) If the Property Trustee fails to enforce its the rights held by it for the benefit of the Holders under the Class B Preferred Company Securities or the Company Securities Guarantee after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company to enforce the rights held by the Property Trustee’s rights Trustee for the benefit of the Holders under the Class B Preferred Company Securities or directly against the Guarantor in such Holder's own name to enforce the rights held by the Property Trustee for the benefit of the Holders under the Company Securities Guarantee, in each case without first instituting any legal proceeding against the Property Trustee, the Trust or any other person or entity. (ed) Nothing in this Agreement The Property Trustee shall affect the right of a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name against the Trust for enforcement of the Trust’s obligation to make such payment or against the Guarantor for enforcement notify all Holders of the Trust Preferred GuaranteeSecurities of any notice of any Company Enforcement Event actually received by a Responsible Officer of the Property Trustee from the Company with respect to the Company Securities. Such notice shall state that such Company Enforcement Event also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses 8.05(b) and 8.05(b) above unless the Property Trustee has been provided with an opinion of independent tax counsel to the effect that as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes and that after such action each Holder will be treated as owning an undivided ownership interest in the Company Securities. (e) The Property Trustee shall notify all Holders of the non-payment within one day following the making of a claim by the Guarantee Trustee or the record holder of the Company Securities or the Holders under either of the Guarantees. (f) In the event the consent of the Property Trustee, as the record holder of the Class B Preferred Company Securities, is required under the LLC Company Securities Rights Agreement with respect to any amendment, modification or termination of the LLC Company Securities Rights Agreement, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority in liquidation amount of the Trust Securities voting together as a single classSecurities; provided, however, that where a consent under the LLC Company Securities Rights Agreement would require the consent of the record holders of more than 50% a majority in liquidation amount of the Class B Preferred Company Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same stated percentage proportion of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directions of the actions described in Section 8.05(c)(i) or (ii) above Holders unless the Property Trustee has obtained been provided with an opinion of independent tax counsel to the effect that following as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes and each Holder purposes. (g) A waiver of a Company Enforcement Event with respect to the Company Securities will constitute a waiver of the corresponding Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust EstateEnforcement Event. (h) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such HoldersHolders is to be taken, to be given mailed to the Holders each Holder of the Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (i) The voting rights provided No vote or consent of the Holders of Trust Preferred Securities will be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Company Securities in accordance with the Trust Agreement and the terms of the Trust Securities. (j) Notwithstanding that Holders of Trust Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Trust Securities that are beneficially owned at such time by the Guarantor or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Guarantor, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Guarantor or its affiliates in connection with transactions effected by or for the account of customers of the Guarantor or any of its Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities; provided, however, that persons (other than Affiliates of the Guarantor) to whom the Guarantor or any of its Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to this Section 8.05 and applicable laws the terms of such pledge. (k) Holders of the Trust Preferred Securities will have no rights to appoint or remove the Regular Trustees, Property Trustee or Delaware Trustee who may be waived appointed, removed or replaced solely by the Trust Common Securities Owner, as the Holder of all of the Trust Common Securities. (l) Upon occurrence of the non-payment within one day following the making of a claim under the Trust Securities Guarantee by the Guarantee Trustee or a Holder of Trust Securities, the Holders of the Trust Preferred Securities shall be entitled to appoint one independent administrator (the "Guarantee Independent Administrator"). The Guarantee Independent Administrator shall be appointed by written notice to the Property Trustee as directed by a majority in liquidation amount of the Holders of the Trust Preferred Securities. Any Guarantee Independent Administrator so appointed shall vacate office if, in such Guarantee Independent Administrator's sole determination, the dividends on the Trust Preferred Securities have been paid regularly at the dividend rate applicable to the Company Securities in full by the Trust or the Guarantor under the Trust Guarantee for one calendar year and all other amounts due under the Trust Guarantee and the Contingent Guarantee have been paid. Any such Guarantee Independent Administrator may be removed by, and shall not be removed except by, the vote of a majority in accordance with applicable lawsliquidation amount of the Holders of the Trust Preferred Securities.

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in under Section 11.1 and this Agreement or the LLC Agreement or Article 7 and as otherwise required by the Delaware Statutory Business Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g7.5(d) hereofbelow, the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities voting separately as a class have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under this the Trust Agreement, including the right to direct the Property Trustee, as Holder of the Class B Preferred SecuritiesJunior Subordinated Notes, to (i) exercise the remedies available to it under the LLC Agreement Indenture as a Holder of the Class B Preferred Securities or Junior Subordinated Notes; (ii) consent to any amendment, modification, amendment or termination modification of the LLC Agreement Indenture or the Class B Preferred Securities Junior Subordinated Notes where such consent shall be requiredrequired or (iii) waive any past default and its consequences that is waivable under Section 513 of the Indenture; provided, however, that where a consent or action under the LLC Agreement would require the consent or action if an Indenture Event of Default has occurred and is continuing, then the Holders of more than 5025% of the Class B Preferred Securities affected thereby, only the Holders of at least the same percentage aggregate liquidation amount of the Trust Preferred Securities may direct the Property Trustee to declare the principal of and interest on the Junior Subordinated Notes due and payable; provided, further, that where a consent or action under the Indenture would require the consent or act of the Holders of more than a majority of the aggregate principal amount of Junior Subordinated Notes affected thereby, only the Holders of the percentage of the aggregate stated liquidation amount of the Trust Preferred Securities which is at least equal to the percentage required under the Indenture may direct the Property Trustee to give such consent or to take such action on behalf provided, further, that (subject to the provisions of Section 3.9) the TrustProperty Trustee shall have the right to decline to follow any such direction if the Property Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders of Trust Preferred Securities not taking part in such direction or if the Property Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Property Trustee, in good faith, by its board of directors or trustees, executive committee, or a trust committee of directors or trustees, and/or Responsible Officers, shall determine that the action or proceeding so directed would involve the Property Trustee in personal liability. (dc) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities Junior Subordinated Notes after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company Junior Subordinated Note Issuer to enforce the Property Trustee’s 's rights under the Class B Preferred Securities Indenture without first instituting any legal proceeding against the Property Trustee, the Trust Trustee or any other person Person. In addition, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Junior Subordinated Note Issuer to make any interest, principal or entity. (e) Nothing in this Agreement shall affect other required payments when due under the right of Indenture, then a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to may directly institute a proceeding in such Holder’s own name Direct Action against the Trust for enforcement of Junior Subordinated Note Issuer on or after the Trust’s obligation respective due date specified in the Junior Subordinated Notes. (d) Subject to make such payment or against section 2.7 the Guarantor for enforcement Property Trustee shall notify all Holders of the Trust Preferred GuaranteeSecurities of any notice of any Indenture Event of Default received from the Junior Subordinated Note Issuer with respect to the Junior Subordinated Notes. Such notice shall state that such Indenture Event of Default also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clause 7.5(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action. (fe) In the event the consent of the Property Trustee, as the holder Holder of the Class B Preferred SecuritiesJunior Subordinated Notes, is required under the LLC Agreement Indenture with respect to any amendment, amendment or modification or termination of the LLC AgreementIndenture, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, amendment or modification or termination and shall vote with respect to such amendment, amendment or modification or termination as directed by not less than a Majority majority in liquidation amount of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Agreement Indenture would require the consent of the holders Holders of more than 50% a majority of the Class B Preferred Securitiesaggregate principal amount of the Junior Subordinated Notes, the Property Trustee may only give such consent at the direction of the Holders of at least the same proportion in aggregate stated percentage liquidation amount of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directions of the actions described in Section 8.05(c)(i) or (ii) above Holders of the Securities unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes and each Holder as a result of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust Estatesuch action. (hf) A waiver of an Indenture Event of Default with respect to the Junior Subordinated Notes will constitute a waiver of the corresponding Trust Enforcement Event. (g) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Administrative Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, vote to be given mailed to the Holders each Holder of the record of Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be takenmeeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies proxies. (h) No vote or consentsconsent of the Holders of Trust Preferred Securities shall be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Junior Subordinated Notes in accordance with this Trust Agreement and the terms of the Securities. (i) The voting rights provided pursuant Notwithstanding that Holders of Trust Preferred Securities are entitled to this Section 8.05 and applicable laws may be waived vote or consent under any of the circumstances described above, any of the Securities that are owned at such time by the Junior Subordinated Note Issuer, any Administrative Trustee or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Junior Subordinated Note Issuer or any Administrative Trustee, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Securities were not outstanding; PROVIDED, HOWEVER, that persons otherwise eligible to vote to whom the Junior Subordinated Note Issuer or any of its subsidiaries have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities under any of the circumstances described herein. (j) Subject to Sections 6.6(a) and 7.5(k), Holders of the Trust Preferred Securities shall have no rights to appoint or remove the Trustees, who may be appointed, removed or replaced solely by written notice the Common Securities Holder. (k) Subject to the Property Trustee rights of the Holders of a Majority in Liquidated Amount of the Common Securities to appoint or remove Administrative Trustees as provided in Section 6.6(a)(iii), an Indenture Event of Default has occurred and is continuing, the Trustees may be removed at such time only by a Majority in accordance with applicable lawsLiquidation Amount of the Trust Preferred Securities.

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in this Agreement or the LLC Agreement or Trust Agreement, including without limitation as provided under Section 2.6 and this Article VIII, and except as otherwise required by the Delaware Statutory Business Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall will have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g8.4(d) hereofbelow, the Holders of a Majority in liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or and to direct the exercise of any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee, as Holder of the Class B Partnership Preferred Securities, to (i) exercise the remedies available to it under the LLC Agreement of Limited Partnership as a Holder of the Class B Partnership Preferred Securities, including the right to direct the Special Representative of the Partnership as elected by the Holders of the Partnership Preferred Securities in accordance with the Agreement of Limited Partnership to enforce, to the fullest extent permitted by law, (A) the Partnership's creditors rights and other rights with respect to the Affiliate Investment Instruments and any Investment Guarantees, (B) the rights of the holders of the Partnership Preferred Securities under the Partnership Guarantee, and (C) the rights of the holders of the Partnership Preferred Securities to receive distributions (if and to the extent such distributions have been declared out of funds legally available therefor by the General Partner in its sole discretion) on the Partnership Preferred Securities or (ii) consent to any amendment, modification, or termination of the LLC Agreement of Limited Partnership or the Class B Partnership Preferred Securities where such consent shall be required; provided, however, that where a consent or action under the LLC Agreement of Limited Partnership would require the consent or action act of the Holders of more than 50% a majority of the Class B aggregate liquidation preference of Partnership Preferred Securities affected thereby, only the Holders of at least the same percentage of the aggregate liquidation amount of the Trust Preferred Securities which is at least equal to the percentage required under the Agreement of Limited Partnership may direct the Property Trustee to give such consent or take such action on behalf of the Trust. (dc) If the Property Trustee fails to enforce its rights right under the Class B Partnership Preferred Securities after a Holder of record of Trust Preferred Securities has made a written request, such Holder of record of Trust Preferred Securities may, to the fullest extent permitted by applicable law, directly institute a legal proceeding directly against the Company General Partner or the Special Representative, to enforce the Property Trustee’s 's rights under the Class B Partnership Preferred Securities without first instituting any legal proceeding against the Property Trustee, the Trust or any other person or entity. (e) Nothing in this Agreement shall affect Person. Notwithstanding the right foregoing, for so long as the Property Trustee is the holder of any Partnership Preferred Securities, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of an Investment Affiliate to make any required payment when due on any Affiliate Investment Instrument and the failure of the Company to make any required payment with respect thereto when due on an applicable Investment Guarantee, then a Holder of Trust Preferred SecuritiesSecurities may, if on behalf of the Trust has failed Partnership, to pay the Redemption Price fullest extent permitted by law, directly institute a 48 proceeding against such Investment Affiliate with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name Affiliate Investment Instrument or against the Trust Company with respect to any such Investment Guarantee, in each case for enforcement of payment to the Trust’s obligation to make such payment or against the Guarantor for enforcement Partnership. (d) The Property Trustee shall notify all Holders of the Trust Preferred GuaranteeSecurities of any notice of any Partnership Enforcement Event received from the General Partner with respect to the Partnership Preferred Securities and the Affiliate Investment Instruments. Such notice shall state that such Partnership Enforcement Event also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clause 8.4(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of recognized independent tax counsel to the effect that as a result of such action, the Trust will not be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes and each Holder will continue to be treated as owning an undivided beneficial ownership interest in the Partnership Preferred Securities. (fe) In the event the consent of the Property Trustee, as the holder Holder of the Class B Partnership Preferred Securities, is required (i) under the LLC Agreement of Limited Partnership with respect to any amendment, modification or termination of the LLC AgreementAgreement of Limited Partnership, (ii) under the Agreement of Limited Partnership with respect to the waiver of a Partnership Enforcement Event or any other waiver or forbearance or (iii) under the Partnership Guarantee or any Investment Guarantee with respect to any amendment, modification, termination, waiver or forbearance thereunder, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification modification, termination, waiver or termination forbearance and shall vote or otherwise act with respect to such amendment, modification modification, termination, waiver or termination forbearance as directed by a Majority in liquidation amount of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Agreement of Limited Partnership would require the consent of the holders Holders of more than 50% a Majority in Liquidation Preference of the Class B Partnership Preferred Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same stated percentage proportion in aggregate liquidation amount of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directions of the actions described in Section 8.05(c)(i) or (ii) above Holders of the Trust Securities unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, action is not inconsistent with the Trust will be being classified as a grantor trust for United States federal income tax purposes and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust Estatepurposes. (hf) A waiver of a Partnership Enforcement Event with respect to the Partnership Preferred Securities will constitute a waiver of the corresponding Trust Enforcement Event. (g) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such HoldersHolders is to be taken, to be given mailed to the Holders each Holder of the record of Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, ; (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought sought; and (iii) instructions for the delivery of proxies or consents. (h) No vote or consent of the Holders of Trust Preferred Securities will be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Partnership Preferred Securities in accordance with the Trust Agreement. (i) The voting rights provided pursuant Notwithstanding that Holders of Trust Preferred Securities are entitled to this Section 8.05 and applicable laws may be waived vote or consent under any of the circumstances described above, any of the Trust Preferred Securities that are beneficially owned at such time by the Company or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, provided, however that persons otherwise eligible to vote to whom the Company or any of its subsidiaries have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities under any of the circumstances described herein. (j) Holders of the Trust Preferred Securities will have no rights to appoint or remove the Regular Trustees, who may be appointed, removed or replaced solely by written notice to the Property Trustee and in accordance with applicable laws.Company, as the Holder of all of the Trust Common Securities. 50

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in under Section 2.06 and this Agreement or the LLC Agreement or Article 8 and as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall will have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining being provided with a tax opinion in certain circumstances set forth in Section 8.05(g8.05(d) hereofand (f) below, the Holders of a Majority in liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee, as Holder record holder of the Class B Company Preferred Securities, to (i) exercise the remedies available to it under the LLC Agreement as a Holder record holder of the Class B Company Preferred Securities Securities, including the right to elect the Special Directors and the Guarantee Independent Director, as the case may be, of the Company in accordance with the LLC Agreement or (ii) consent to any amendment, modification, or termination of the LLC Agreement or the Class B Company Preferred Securities where such consent shall be required; provided, however, that where a consent or action under the LLC Agreement would require the consent or action act of the Holders holders of more than 50% a majority of the Class B Company Preferred Securities affected thereby, only the Holders record holders of at least the same percentage of the aggregate stated liquidation amount of the Trust Preferred Securities which is at least equal to the percentage required under the LLC Agreement may direct the Property Trustee to give such consent or take such action on behalf of the Trust. (dc) If the Property Trustee fails to enforce its the rights held by it for the benefit of the Holders under the Class B Company Preferred Securities or the LLC Securities Guarantee after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company to enforce the rights held by the Property Trustee’s rights Trustee for the benefit of the Holders under the Class B Company Preferred Securities or directly against the Guarantor in such Holder’s own name to enforce the rights held by the Property Trustee for the benefit of the Holders under the LLC Guarantee, in each case without first instituting any legal proceeding against the Property Trustee, the Trust or any other person or entity. (ed) Nothing in this Agreement The Property Trustee shall affect the right of a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name against the Trust for enforcement of the Trust’s obligation to make such payment or against the Guarantor for enforcement notify all Holders of the Trust Preferred GuaranteeSecurities of any notice of any Company Enforcement Event actually received by a Responsible Officer of the Property Trustee from the Company with respect to the Company Preferred Securities. Such notice shall state that such Company Enforcement Event also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses 8.05(b)(i) and 8.05(b)(ii) above unless the Property Trustee has been provided with an opinion of independent tax counsel to the effect that as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes and that after such action each Holder will be treated as owning an undivided o wnership interest in the Company Preferred Securities. (e) The Property Trustee shall notify all Holders of the non-payment within one day following the making of a claim by the Guarantee Trustee or the record holder of the Company Preferred Securities or the Holders under either of the Guarantees. (f) In the event the consent of the Property Trustee, as the record holder of the Class B Company Preferred Securities, is required under the LLC Agreement with respect to any amendment, modification or termination of the LLC Agreement, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority in liquidation amount of the Trust Securities voting together as a single classSecurities; provided, however, that where a consent under the LLC Agreement would require the consent of the record holders of more than 50% a majority in liquidation amount of the Class B Company Preferred Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same stated percentage proportion of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directio ns of the actions described in Section 8.05(c)(i) or (ii) above Holders unless the Property Trustee has obtained been provided with an opinion of independent tax counsel to the effect that following as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes and each Holder purposes. (g) A waiver of a Company Enforcement Event with respect to the Company Preferred Securities will constitute a waiver of the corresponding Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust EstateEnforcement Event. (h) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such HoldersHolders is to be taken, to be given mailed to the Holders each Holder of the Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (i) The voting rights provided No vote or consent of the Holders of Trust Preferred Securities will be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Company Preferred Securities or Non-Cumulative Capital Securities in accordance with the Trust Agreement and the terms of the Trust Securities. (j) Notwithstanding that Holders of Trust Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Trust Securities that are beneficially owned at such time by the Guarantor or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Guarantor, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Guarantor or its affiliates in connection with transactions effected by or for the account of customers of the Guarantor or any of its Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities; provided, however, that persons (other than Affiliates of the Guarantor) to whom the Guarantor or any of its Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to this Section 8.05 and applicable laws may be waived by the terms of such pledge. (k) Holders of the Trust Preferred Securities by written notice will have no rights to appoint or remove the Regular Trustees, Property Trustee and in accordance with applicable lawsor Delaware Trustee who may be appointed, removed or replaced solely by AANAH, as the Holder of all of the Trust Common Securities.

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in under Section 11.1 and this Agreement or the LLC Agreement or Article 7 and as otherwise required by the Delaware Statutory Business Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g7.5(d) hereofbelow, the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities voting separately as a class have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under this the Trust Agreement, including the right to direct the Property Trustee, as Holder of the Class B Preferred SecuritiesDebentures, to (i) exercise the remedies available to it under the LLC Agreement Indenture as a Holder of the Class B Preferred Securities or Debentures; (ii) consent to any amendment, modification, amendment or termination modification of the LLC Agreement Indenture or the Class B Preferred Securities Debentures where such consent shall be requiredrequired (iii) waive any past default and its consequences that is waivable under Section 512 of the Indenture or (iv) cancel an acceleration of the principal of the Debentures; provided, however, that where a consent or action under the LLC Agreement would require the consent or action if an Indenture Event of Default has occurred and is continuing, then the Holders of more than 5025% of the Class B Preferred Securities affected thereby, only the Holders of at least the same percentage aggregate Liquidation Amount of the Trust Preferred Securities may direct the Property Trustee to declare the principal of and interest on the Debentures due and payable; provided, further, that where a consent or action under the Indenture would require the consent or act of the Holders of more than a majority of the aggregate principal amount of Debentures affected thereby, only the Holders of the percentage of the aggregate stated Liquidation Amount of the Trust Preferred Securities which is at least equal to the percentage required under the Indenture may direct the Property Trustee to give such consent or to take such action; provided, further, that (subject to the provisions of Section 3.9) the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee shall determine that the action on behalf so directed would be unjustly prejudicial to the Holders of Trust Preferred Securities not taking part in such direction or if the TrustProperty Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Property Trustee, in good faith, by its board of directors or trustees, executive committee, or a trust committee of directors or trustees, and/or Responsible Officers, shall determine that the action or proceeding so directed would involve the Property Trustee in personal liability. (dc) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities Debentures after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company Debenture Issuer to enforce the Property Trustee’s 's rights under the Class B Preferred Securities Indenture without first instituting any legal proceeding against the Property Trustee, the Trust Trustee or any other person Person. In addition, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to make any interest, principal or entity. (e) Nothing in this Agreement shall affect other required payments when due under the right of Indenture, then a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to may directly institute a proceeding in such Holder’s own name Direct Action against the Trust for enforcement of Debenture Issuer on or after the Trust’s obligation respective due date specified in the Debentures. (d) Subject to make such payment or against Section 2.7, the Guarantor for enforcement Property Trustee shall notify all Holders of the Trust Preferred GuaranteeSecurities of any notice of any Indenture Event of Default received from the Debenture Issuer with respect to the Debentures. Such notice shall state that such Indenture Event of Default also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses 7.5(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action, and each Holder will be treated as owning an undivided beneficial ownership interest in the Debentures. (fe) In the event the consent of the Property Trustee, as the holder Holder of the Class B Preferred SecuritiesDebentures, is required under the LLC Agreement Indenture with respect to any amendment, amendment or modification or termination of the LLC AgreementIndenture, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, amendment or modification or termination and shall vote with respect to such amendment, amendment or modification or termination as directed by not less than a Majority in Liquidation Amount of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Agreement Indenture would require the consent of the holders Holders of more than 50% a majority of the Class B Preferred Securitiesaggregate principal amount of the Debentures, the Property Trustee may only give such consent at the direction of the Holders of at least the same proportion in aggregate stated percentage Liquidation Amount of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directions of the actions described in Section 8.05(c)(i) or (ii) above Holders of the Securities unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes as a result of such action, and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust EstateDebentures. (hf) A waiver of an Indenture Event of Default with respect to the Debentures will constitute a waiver of the corresponding Trust Enforcement Event. (g) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of both the Holders of Common Securities and the Holders of Trust Preferred Securities or pursuant to a written consent. The Regular Administrative Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, vote to be given mailed to the Holders each Holder of the record of Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be takenmeeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies proxies. (h) No vote or consentsconsent of the Holders of Trust Preferred Securities shall be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Debentures in accordance with this Trust Agreement and the terms of the Securities. (i) The voting rights provided pursuant Notwithstanding that Holders of Trust Preferred Securities are entitled to this Section 8.05 and applicable laws may be waived vote or consent under any of the circumstances described above, any of the Securities that are owned at such time by the Debenture Issuer, any Administrative Trustee or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Debenture Issuer or any Administrative Trustee, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Securities were not outstanding; provided, however, that persons otherwise eligible to vote to whom the Debenture Issuer or any of its subsidiaries have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities under any of the circumstances described herein. (j) Subject to Sections 6.6(a) and 7.5(k), Holders of the Trust Preferred Securities shall have no rights to appoint or remove the Trustees, who may be appointed, removed or replaced solely by written notice the Common Securities Holder. (k) Subject to the Property Trustee rights of the Holders of a Majority in Liquidation Amount of the Common Securities to appoint or remove Administrative Trustees as provided in Section 6.6(a)(iii), if an Indenture Event of Default has occurred and is continuing, the Trustees may be removed at such time only by a Majority in accordance with applicable lawsLiquidation Amount of the Trust Preferred Securities.

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in under Section 11.1 and this Agreement or the LLC Agreement or Article 7 and as otherwise required by the Delaware Statutory Business Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g7.5(d) hereofbelow, the Holders of a Majority in Liquidation Amount of the Trust Preferred Securities voting separately as a class have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or to direct the exercise of any trust or power conferred upon the Property Trustee under this the Trust Agreement, including the right to direct the Property Trustee, as Holder of the Class B Preferred SecuritiesDebentures, to (i) exercise the remedies available to it under the LLC Agreement Indenture as a Holder of the Class B Preferred Securities or Debentures; (ii) consent to any amendment, modification, amendment or termination modification of the LLC Agreement Indenture or the Class B Preferred Securities Debentures where such consent shall be requiredrequired (iii) waive any past default and its consequences that is waivable under Section 6.6 of the Indenture or (iv) cancel an acceleration of the principal of the Debentures; provided, however, that where a consent or action under the LLC Agreement would require the consent or action if an Indenture Event of Default has occurred and is continuing, then the Holders of more than 5025% of the Class B Preferred Securities affected thereby, only the Holders of at least the same percentage aggregate Liquidation Amount of the Trust Preferred Securities may direct the Property Trustee to declare the principal of and interest on the Debentures due and payable; provided, further, that where a consent or action under the Indenture would require the consent or act of the Holders of more than a majority of the aggregate principal amount of Debentures affected thereby, only the Holders of the percentage of the aggregate stated Liquidation Amount of the Trust Preferred Securities which is at least equal to the percentage required under the Indenture may direct the Property Trustee to give such consent or to take such action on behalf provided, further, that (subject to the provisions of Section 3.9) the TrustProperty Trustee shall have the right to decline to follow any such direction if the Property Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders of Trust Preferred Securities not taking part in such direction or if the Property Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Property Trustee, in good faith, by its board of directors or trustees, executive committee, or a trust committee of directors or trustees, and/or Responsible Officers, shall determine that the action or proceeding so directed would involve the Property Trustee in personal liability. (dc) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities Debentures after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company Debenture Issuer to enforce the Property Trustee’s 's rights under the Class B Preferred Securities Indenture without first instituting any legal proceeding against the Property Trustee, the Trust Trustee or any other person Person. In addition, if a Trust Enforcement Event has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to make any interest, principal or entity. (e) Nothing in this Agreement shall affect other required payments when due under the right of Indenture, then a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to may directly institute a proceeding in such Holder’s own name Direct Action against the Trust for enforcement of Debenture Issuer on or after the Trust’s obligation respective due date specified in the Debentures. (d) Subject to make such payment or against Section 2.7, the Guarantor for enforcement Property Trustee shall notify all Holders of the Trust Preferred GuaranteeSecurities of any notice of any Indenture Event of Default received from the Debenture Issuer with respect to the Debentures. Such notice shall state that such Indenture Event of Default also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses 7.5(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes as a result of such action, and each Holder will be treated as owning an undivided beneficial ownership interest in the Debentures. (fe) In the event the consent of the Property Trustee, as the holder Holder of the Class B Preferred SecuritiesDebentures, is required under the LLC Agreement Indenture with respect to any amendment, amendment or modification or termination of the LLC AgreementIndenture, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, amendment or modification or termination and shall vote with respect to such amendment, amendment or modification or termination as directed by not less than a Majority in Liquidation Amount of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Agreement Indenture would require the consent of the holders Holders of more than 50% a majority of the Class B Preferred Securitiesaggregate principal amount of the Debentures, the Property Trustee may only give such consent at the direction of the Holders of at least the same proportion in aggregate stated percentage Liquidation Amount of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directions of the actions described in Section 8.05(c)(i) or (ii) above Holders of the Securities unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes as a result of such action, and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust EstateDebentures. (hf) A waiver of an Indenture Event of Default with respect to the Debentures will constitute a waiver of the corresponding Trust Enforcement Event. (g) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Administrative Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, vote to be given mailed to the Holders each Holder of the record of Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be takenmeeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies proxies. (h) No vote or consentsconsent of the Holders of Trust Preferred Securities shall be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Debentures in accordance with this Trust Agreement and the terms of the Securities. (i) The voting rights provided pursuant Notwithstanding that Holders of Trust Preferred Securities are entitled to this Section 8.05 and applicable laws may be waived vote or consent under any of the circumstances described above, any of the Securities that are owned at such time by the Debenture Issuer, any Administrative Trustee or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Debenture Issuer or any Administrative Trustee, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Securities were not outstanding; provided, however, that persons otherwise eligible to vote to whom the Debenture Issuer or any of its subsidiaries have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities under any of the circumstances described herein. (j) Subject to Sections 6.6(a) and 7.5(k), Holders of the Trust Preferred Securities shall have no rights to appoint or remove the Trustees, who may be appointed, removed or replaced solely by written notice the Common Securities Holder. (k) Subject to the Property Trustee rights of the Holders of a Majority in Liquidation Amount of the Common Securities to appoint or remove Administrative Trustees as provided in Section 6.6(a)(iii), if an Indenture Event of Default has occurred and is continuing, the Trustees may be removed at such time only by a Majority in accordance with applicable lawsLiquidation Amount of the Trust Preferred Securities.

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in under Sections 6.1(b) and this Agreement or the LLC Agreement or Article VIII and as otherwise required by the Delaware Statutory Business Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall will have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g8.4(d) hereofbelow, the Holders of a Majority in liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Agreementthe Declaration, including the right to direct the Property Trustee, as Holder of the Class B Partnership Preferred Securities, to (i) exercise the remedies available to it under the LLC Limited Partnership Agreement as a Holder of the Class B Partnership Preferred Securities, including the right to direct the Special Representative of the Partnership as elected by the Holders of the Partnership Preferred Securities in accordance with the Limited Partnership Agreement (A) to enforce the Partnership's creditors rights and other rights with respect to the Affiliate Investment Instruments and any Investment Guarantees, (B) to enforce the rights of the Holders of the Partnership Preferred Securities under the Partnership Guarantee, and (C) to enforce the rights of the Holders of the Partnership Preferred Securities to receive distributions (if and to the extent such distributions have been declared out of funds legally available therefor by the General Partner in its sole discretion) on the Partnership Preferred Securities or (ii) consent to any amendment, modification, or termination of the LLC Limited Partnership Agreement or the Class B Partnership Preferred Securities where such consent shall be required; provided, however, that where a consent or action under the LLC Limited Partnership Agreement would require the consent or action act of the Holders of more than 50% a majority of the Class B aggregate liquidation preference of Partnership Preferred Securities affected thereby, only the Holders of at least the same percentage of the aggregate stated liquidation amount of the Trust Preferred Securities which is at least equal to the percentage of aggregate liquidation preference required under the Limited Partnership Agreement may direct the Property Trustee to give such consent or take such action on behalf of the Trustaction. (dc) If the Property Trustee fails to enforce its rights under the Class B Partnership Preferred Securities after a Holder of record of Trust Preferred Securities has made a written request, such Holder of record of Trust Preferred Securities may, to the fullest extent permitted by applicable law, may institute a legal proceeding directly against the Company General Partner or the Special Representative, to enforce the Property Trustee’s 's rights under the Class B Limited Partnership Agreement without first 48 (d) The Property Trustee shall notify all Holders of the Trust Preferred Securities without first instituting of any legal notice of any Partnership Enforcement Event received from the General Partner with respect to the Partnership Preferred Securities and the Affiliate Investment Instruments. Such notice shall state that such Partnership Enforcement Event also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding against for a remedy, the Property TrusteeTrustee shall be under no obligation to take any of the actions described in clause 8.4(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that as a result of such action, the Trust or any other person or entitywill not fail to be classified as a grantor trust for United States federal income tax purposes and that after such action each Holder will continue to be treated as owning an undivided beneficial ownership interest in the Partnership Preferred Securities. (e) Nothing in this Agreement shall affect the right of a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name against the Trust for enforcement of the Trust’s obligation to make such payment or against the Guarantor for enforcement of the Trust Preferred Guarantee. (f) In the event the consent of the Property Trustee, as the holder Holder of the Class B Partnership Preferred Securities, is required under the LLC Limited Partnership Agreement with respect to any amendment, modification or termination of the LLC Limited Partnership Agreement, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority in liquidation amount of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Limited Partnership Agreement would require the consent of the holders Holders of more than 50% a majority of the Class B aggregate liquidation preference of the Partnership Preferred Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same proportion in aggregate stated percentage liquidation amount of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directions of the actions described in Section 8.05(c)(i) or (ii) above Holders of the Trust Securities unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following that, as a result of such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust Estatepurposes. (hf) A waiver of a Partnership Enforcement Event with respect to the Partnership Preferred Securities will constitute a waiver of the corresponding Trust Enforcement Event. (g) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such HoldersHolders is to be taken, to be given mailed to the Holders each Holder of the record of Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, ; (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought sought; and (iii) instructions for the delivery of proxies or consents. (h) No vote or consent of the Holders of Trust Preferred Securities will be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Partnership Preferred Securities in accordance with the Declaration. (i) The voting rights provided Notwithstanding that Holders of Trust Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Trust Securities that are beneficially owned at such time by the Company or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Securities were not outstanding, except for Trust Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Trust Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to this Section 8.05 and applicable laws may be waived by the terms of such pledge. (j) Holders of the Trust Preferred Securities will have no rights to appoint or remove the Regular Trustees, who may be appointed, removed or replaced solely by written notice to the Property Trustee and in accordance with applicable laws.Company, as the Holder of all of the Trust Common Securities. 50

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in this Agreement or the LLC Agreement or as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or other applicable law, the Holders of the Trust Preferred Securities shall have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securities. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining a tax opinion in certain circumstances set forth in Section 8.05(g) hereof, the Holders of a Majority of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Agreement, including the right to direct the Property Trustee, as Holder of the Class B Preferred Securities, to (i) exercise the remedies available to it under the LLC Agreement as a Holder of the Class B Preferred Securities or (ii) consent to any amendment, modification, or termination of the LLC Agreement or the Class B Preferred Securities where such consent shall be required; provided, however, that where a consent or action under the LLC Agreement would require the consent or action of the Holders of more than 50% of the Class B Preferred Securities affected thereby, only the Holders of at least the same percentage of the Trust Preferred Securities may direct the Property Trustee to give such consent or take such action on behalf of the Trust. (d) If the Property Trustee fails to enforce its rights under the Class B Preferred Securities after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company to enforce the Property Trustee’s rights under the Class B Preferred Securities without first instituting any legal proceeding against the Property Trustee, the Trust or any other person or entity. (e) Nothing in this Agreement shall affect the right of a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name against the Trust for enforcement of the Trust’s obligation to make such payment or against the Guarantor for enforcement of the Trust Preferred Guarantee. (f) In the event the consent of the Property Trustee, as the holder of the Class B Preferred Securities, is required under the LLC Agreement with respect to any amendment, modification or termination of the LLC Agreement, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority of the Trust Securities voting together as a single class; provided, however, that where a consent under the LLC Agreement would require the consent of the holders of more than 50% of the Class B Preferred Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same stated percentage of the Trust Securities. (g) The Property Trustee shall be under no obligation to take any of the actions described in Section 8.05(c)(i) or (ii) above unless the Property Trustee has obtained an opinion of independent tax counsel to the effect that following such action, the Trust will be classified as a grantor trust for United States federal income tax purposes and each Holder of the Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust Estate. (h) Any required vote of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, to be given to the Holders of the Trust Preferred Securities in the manner set forth in Section 15.01 hereof. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (i) The voting rights provided pursuant to this Section 8.05 and applicable laws may be waived by the Holders of the Trust Preferred Securities by written notice to the Property Trustee and in accordance with applicable laws.written

Voting Rights of Trust Preferred Securities. (a) Except as shall be otherwise expressly provided in under Section 2.06 and this Agreement or the LLC Agreement or Article 8 and as otherwise required by the Delaware Statutory Trust Act, the Trust Indenture Act or and other applicable law, the Holders of the Trust Preferred Securities shall will have no right or power to vote on any question or matter or in any proceeding or to be presented at, or to receive notice of, any meeting of Holders of Trust Securitiesvoting rights. (b) Notwithstanding that Holders of the Trust Preferred Securities are entitled to vote or consent under certain circumstances described in this Agreement, any of the Trust Preferred Securities that are beneficially owned by the Bank, or any of its Subsidiaries or Affiliates, either directly or indirectly, shall not, in such case, be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Bank or its Subsidiaries or Affiliates in connection with transactions effected by or for the account of customers of the Bank or any of its Subsidiaries or Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities in the ordinary course of business; provided, however, that Persons (other than Subsidiaries or Affiliates of the Bank) to whom the Bank or any of its Subsidiaries or Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to the terms of such pledge. (c) Subject to the requirement of the Property Trustee obtaining being provided with a tax opinion in certain circumstances set forth in Section 8.05(g8.05(d) hereofand (f) below, the Holders of a Majority in liquidation amount of the Trust Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or direct the exercise of any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee, as Holder record holder of the Class B Company Preferred Securities, to (i) exercise the remedies available to it under the LLC Agreement as a Holder record holder of the Class B Company Preferred Securities Securities, including the right to elect the Special Directors and the Guarantee Independent Director, as the case may be, of the Company in accordance with the LLC Agreement or (ii) consent to any amendment, modification, or termination of the LLC Agreement or the Class B Company Preferred Securities where such consent shall be required; provided, however, that where a consent or action under the LLC Agreement would require the consent or action act of the Holders holders of more than 50% a majority of the Class B Company Preferred Securities affected thereby, only the Holders record holders of at least the same percentage of the aggregate stated liquidation amount of the Trust Preferred Securities which is at least equal to the percentage required under the LLC Agreement may direct the Property Trustee to give such consent or take such action on behalf of the Trust. (dc) If the Property Trustee fails to enforce its the rights held by it for the benefit of the Holders under the Class B Company Preferred Securities or the LLC Securities Guarantee after a Holder of Trust Preferred Securities has made a written request, such Holder of Trust Preferred Securities may, to the fullest extent permitted by applicable law, institute a legal proceeding directly against the Company to enforce the rights held by the Property Trustee’s rights Trustee for the benefit of the Holders under the Class B Company Preferred Securities or directly against the Guarantor in such Holder's own name to enforce the rights held by the Property Trustee for the benefit of the Holders under the LLC Guarantee, in each case without first instituting any legal proceeding against the Property Trustee, the Trust or any other person or entity. (ed) Nothing in this Agreement The Property Trustee shall affect the right of a Holder of Trust Preferred Securities, if the Trust has failed to pay the Redemption Price with respect to Trust Preferred Securities duly called for redemption, any Capital Payments, including Additional Amounts, if applicable, that are due and owing, to directly institute a proceeding in such Holder’s own name against the Trust for enforcement of the Trust’s obligation to make such payment or against the Guarantor for enforcement notify all Holders of the Trust Preferred GuaranteeSecurities of any notice of any Company Enforcement Event actually received by a Responsible Officer of the Property Trustee from the Company with respect to the Company Preferred Securities. Such notice shall state that such Company Enforcement Event also constitutes a Trust Enforcement Event. Except with respect to directing the time, method, and place of conducting a proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the actions described in clauses 8.05(b)(i) and 8.05(b)(ii) above unless the Property Trustee has been provided with an opinion of independent tax counsel to the effect that as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes and that after such action each Holder will be treated as owning an undivided ownership interest in the Company Preferred Securities. (e) The Property Trustee shall notify all Holders of the non-payment within one day following the making of a claim by the Guarantee Trustee or the record holder of the Company Preferred Securities or the Holders under either of the Guarantees. (f) In the event the consent of the Property Trustee, as the record holder of the Class B Company Preferred Securities, is required under the LLC Agreement with respect to any amendment, modification or termination of the LLC Agreement, the Property Trustee shall request the direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority in liquidation amount of the Trust Securities voting together as a single classSecurities; provided, however, that where a consent under the LLC Agreement would require the consent of the record holders of more than 50% a majority in liquidation amount of the Class B Company Preferred Securities, the Property Trustee may only give such consent at the direction of the Holders of at least the same stated percentage proportion of the Trust Securities. (g) . The Property Trustee shall be under no obligation to not take any such action in accordance with the directions of the actions described in Section 8.05(c)(i) or (ii) above Holders unless the Property Trustee has obtained been provided with an opinion of independent tax counsel to the effect that following as a result of such action, the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes and each Holder purposes. (g) A waiver of a Company Enforcement Event with respect to the Company Preferred Securities will constitute a waiver of the corresponding Trust Securities will be treated as owning an undivided beneficial ownership interest in the Trust EstateEnforcement Event. (h) Any required vote approval or direction of Holders of the Trust Preferred Securities may be given at a separate meeting of Holders of the Trust Preferred Securities convened for such purpose, at a meeting of all of the Holders of the Trust Securities or pursuant to a written consent. The Regular Trustees shall will cause a notice of any meeting at which Holders of the Trust Preferred Securities are entitled to vote, or of any matter upon which action may be taken by written consent of such HoldersHolders is to be taken, to be given mailed to the Holders each Holder of the Trust Preferred Securities in the manner set forth in Section 15.01 hereofSecurities. Each such notice shall will include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. (i) The voting rights provided No vote or consent of the Holders of Trust Preferred Securities will be required for the Trust to redeem and cancel Trust Preferred Securities or distribute Company Preferred Securities or Non-Cumulative Capital Securities in accordance with the Trust Agreement and the terms of the Trust Securities. (j) Notwithstanding that Holders of Trust Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Trust Securities that are beneficially owned at such time by the Guarantor or any entity directly or indirectly controlled by, or under direct or indirect common control with, the Guarantor, shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if such Trust Preferred Securities were not outstanding, except for the Trust Preferred Securities purchased or acquired by the Guarantor or its affiliates in connection with transactions effected by or for the account of customers of the Guarantor or any of its Affiliates or in connection with the distribution or trading of or market-making in connection with such Trust Preferred Securities; provided, however, that persons (other than Affiliates of the Guarantor) to whom the Guarantor or any of its Affiliates have pledged Trust Preferred Securities may vote or consent with respect to such pledged Trust Preferred Securities pursuant to this Section 8.05 and applicable laws may be waived by the terms of such pledge. (k) Holders of the Trust Preferred Securities by written notice will have no rights to appoint or remove the Regular Trustees, Property Trustee and in accordance with applicable lawsor Delaware Trustee who may be appointed, removed or replaced solely by AANAH, as the Holder of all of the Trust Common Securities.