Common use of Limitations on Voting Rights Clause in Contracts

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt Securities, (ii) waive any past default which is waivable under Section 6.1 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14512, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount liquidation amount of all the Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shallshall provide to the Property Trustee, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount liquidation amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 6.1, in Sections 5.14, 8.10 and 10.2 and in the Indenture Indenture, and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Capital Securities, except by a subsequent vote of the Holders of Preferred Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Subordinated Debt Securities are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Subordinated Debt Securities, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Subordinated Debt Securities shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Subordinated Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in (based on Liquidation Amount Amounts) of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Subordinated Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Subordinated Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States U.S. Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in (based on Liquidation Amount Amounts) of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States U.S. Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture Section and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Shares are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Property Trustee with respect to such Debt SecuritiesShares, (ii) waive any past default which is waivable under Section 6.1 _____ of the IndentureCertificate of Determination, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Shares shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesCertificate of Determination, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in aggregate Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture Certificate of Determination would require the consent of each Holder of Debt Securities Shares affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesShares. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 6.1, in Sections 5.145.13, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article V of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing exercise any trust or power conferred on the Indenture Property Trustee with respect to such the Debt Securities, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding the Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Subject to Section 8.2, the Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionTrust Agreement, in Sections 5.14the Subordinated Indenture, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities Trust PIERS shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Convertible Debentures are held by the Property Trustee, the Trustees shall not (i) Holders of a majority in Liquidation Amount of the Trust PIERS will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Property Trustee, or executing any trust or power conferred on the Indenture Property Trustee with respect to such Debt SecuritiesConvertible Debentures, including the right to direct the Property Trustee to (iii) waive any past default which is waivable under Section 6.1 of the Subordinated Indenture, (iiiii) exercise any right the remedies available to rescind or annul it under the Subordinated Indenture as a declaration that Holder of the principal of all the Debt Securities shall be due and payable Convertible Debentures or (iviii) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesConvertible Debentures, where such consent shall be required, withoutor to any other action, in each case, obtaining the prior approval as holder of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred SecuritiesConvertible Debentures, under the Subordinated Indenture; provided, however, that if an Event of Default has occurred and is continuing, then Holders of at least 25% of the aggregate liquidation amount of the Trust PIERS may direct the Property Trustee to declare the principal of and premium, if any, and interest (including contingent interest) on the Convertible Debentures due and payable; and further provided, that where a consent or action under the Subordinated Indenture would require the consent or act of each Holder Holders of Debt Securities more than a majority of the aggregate principal amount of Convertible Debentures affected thereby, no such consent shall be given by only Holders of the percentage of the aggregate stated Liquidation Amount of the Trust PIERS which is at least equal to the percentage required under the Convertible Debentures Indenture may direct the Property Trustee without the prior written to give such consent of each Holder of Preferred Securitiesor take such action. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred SecuritiesTrust PIERS, except by pursuant to a subsequent vote of the Holders of Preferred SecuritiesTrust PIERS. The Property Trustee shall notify all Holders of the Preferred Securities Trust PIERS of any notice of default an Event of Default received from the Indenture Trustee or the Company with respect to the Debt SecuritiesConvertible Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred SecuritiesTrust PIERS, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an independent Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as other than a corporation grantor trust for United States Federal federal income tax purposes on account of such actionaction and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred SecuritiesTrust PIERS, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities Trust PIERS as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred SecuritiesTrust PIERS. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Trust PIERS, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an independent Opinion of Counsel to the effect that the Trust will not be classified as other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as than a result grantor trust for United States federal income tax purposes on account of such amendmentaction and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures. (d) A Holder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee Agreement), the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposesor any Person.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14514, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.cease to be

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 10.3 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding the Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Administrative Trustees, at the request of the Property Trustee, shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14514, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 Article Six of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion opinion of Counsel experienced in such matters to the effect that the Trust will not continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.in

Limitations on Voting Rights. (a) Except as provided in this ---------------------------- Section, in Sections SECTIONS 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which that is waivable under Section 6.1 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such the consent of the holders of Debentures shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Capital Securities, except by a subsequent vote of the Holders of Preferred Capital Securities. The Subject to SECTION 8.3, the Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail or cease to be classified as an association taxable as a corporation grantor trust for United States Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Capital Securities, except as otherwise provided in SECTION 10.2(c). Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail or cease to be classified as an association taxable as a corporation grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14Section 2.10, in Section 8.10 and 10.2 and or in Section 11.03 of this Trust Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Junior Subordinated Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing execute any trust or power conferred on the Indenture Property Trustee with respect to such Debt Securities, Junior Subordinated Debentures; (ii) waive any past default which is waivable that may be waived under Section 6.1 513 of the Subordinated Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Junior Subordinated Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesJunior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding the Preferred Securities, provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Debt Securities Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Subject to Section 8.02, the Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesJunior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action will not cause the Trust will not to be classified as an association taxable other than as a corporation grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees Trust otherwise propose proposes to effect, (i) any action that would adversely affect in any material respect the interests, powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Securities; except as otherwise provided in Section 11.03(c). Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to be classified as an association taxable other than as a corporation grantor trust for United States Federal federal income tax purposes. (d) Holders of a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past Event of Default and its consequences, except a default described in clause (b) or (c) of the definition of "Event of Default" contained in Section 1.01, a default in respect of a covenant or provision which under this Trust Agreement cannot be modified or amended without the consent of the Holder of each Outstanding Preferred Security or an Indenture Event of Default that the Holders of a Majority in Liquidation Amount of the Preferred Securities would not be entitled to waive pursuant to Section 6.01(e). Upon any such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Trust Agreement; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of an Event of Default with respect to Preferred Securities shall also be deemed to constitute a waiver by the Holders of Common Securities for all purposes of the Trust Agreement without any further act, vote or consent of the Holders of Common Securities. (e) For so long as any Preferred Securities remain Outstanding, if, upon an Indenture Event of Default, the Indenture Trustee and the holders of the outstanding Junior Subordinated Debentures have failed to declare the principal of all of the Junior Subordinated Debentures to be immediately due and payable, the Holders of at least 33% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have such right to make such declaration by a notice in writing to the Property Trustee, the Depositor and the Indenture Trustee. At any time after such a declaration of acceleration with respect to the Junior Subordinated Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as provided in the Subordinated Indenture, the Holders of a Majority in Liquidation Amount of the Preferred Securities, by written notice to the Property Trustee, the Depositor and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Depositor has paid or deposited with the Indenture Trustee a sum sufficient to pay (1) all overdue installments of interest on all of the Junior Subordinated Debentures, (2) the principal of any Junior Subordinated Debentures which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Junior Subordinated Debentures, and (3) all sums paid or advanced by the Indenture Trustee under the Subordinated Indenture and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Property Trustee, their agents and counsel; and (ii) all Indenture Events of Default, other than the non-payment of the principal of the Junior Subordinated Debentures which has become due solely by such acceleration, have been cured or waived as provided in Section 813 of the Subordinated Indenture. The Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past default under the Subordinated Indenture, except a default in the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Indenture Trustee) or a default in respect of a covenant or provision which under the Subordinated Indenture cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Debentures. No such rescission shall affect any subsequent default or impair any right consequent thereon. Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of the Preferred Securities all or part of which is represented by Book-Entry Preferred Securities Certificates, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day which is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice which has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.01(e). (f) For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Subordinated Indenture, upon an Indenture Event of Default specified in Sections 801(a) and (b) of the Subordinated Indenture, any Holder of Preferred Securities shall have the right to institute a proceeding directly against the Depositor, pursuant to Section 808 of the Subordinated Indenture, for enforcement of payment to such Holder of the principal amount of Junior Subordinated Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder (a "Direct Action"). Except as set forth in Section 6.01(e) and this Section 6.01(f), the Holders of Preferred Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Junior Subordinated Debentures. The holders of a Majority in Liquidation Amount of the Preferred Securities at the time Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred on the Property Trustee with respect to the Preferred Securities; provided, however, that, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders of Preferred Securities not parties to such direction, and provided further that nothing in this Trust Agreement shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such direction by such Holders.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 herein and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Junior Subordinated Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesJunior Subordinated Debentures, (ii) waive any past default which is waivable under Section 6.1 Article Seven of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Junior Subordinated Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesJunior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesJunior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not not, as a consequence of the proposed actions by the Property Trustee, cease to be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.grantor

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections Section 5.14, Section 8.10 and Section 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shallmay, at the expense of the SponsorDepositor, obtain an Opinion of Counsel rendered by counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, , (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 6.01, in Sections 5.14, 8.10 and 10.2 and in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) . If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, to the fullest extent permitted by law, a Holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such Holder directly of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Securities of such Holder on or after the due dates specified in the Debentures. So long as any Debt Preferred Securities are held by the Property Trusteeremain Outstanding, if, upon a Debenture Event of Default, the Trustees shall Debenture Trustee fails or the holders of not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt Securities, (ii) waive any past default which is waivable under Section 6.1 less than 33% in principal amount of the Indenture, (iii) exercise any right outstanding Debentures fail to rescind or annul a declaration that declare the principal of all of the Debt Securities shall Debentures to be immediately due and payable or (iv) consent to any amendmentpayable, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority 33% in Liquidation Amount of the Preferred Securities then Outstanding Preferred Securities. Notwithstanding shall have such right by a notice in writing to the Depositor and the Debenture Trustee; and upon any other provision such declaration such principal amount of this Trust Agreementand the accrued interest on all of the Debentures shall become immediately due and payable, no amendment provided that the payment of principal and interest on such Debentures shall remain subordinated to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposesextent provided in the Subordinated Indenture.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, other than with respect to an action taken with respect to an Event of Default, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal or State income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal or State income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee for the benefit of the Trust, the Trustees Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing exercising any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Subject to Section 8.3, the Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Securities, except as otherwise provided in Section 10.2(c). Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal federal income tax purposes. The Holders of a Majority in Liquidation Amount of the Preferred Securities at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred on the Property Trustee with respect to such Preferred Securities; provided, however, that, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by Opinion of Counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders of Preferred Securities not parties to such direction, and provided, further, that nothing in the Trust Agreement shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such direction by such Securityholders.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 10.3 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Subordinated Notes are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Subordinated Note Trustee, or executing any trust or power conferred on the Indenture Subordinated Note Trustee with respect to such Debt SecuritiesSubordinated Notes, (ii) waive any past default which is waivable waiveable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Subordinated Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesSubordinated Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Subordinated Note Trustee with respect to the Debt SecuritiesSubordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall 23 anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion opinion of Counsel experienced in such matters its tax advisors to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Preferred Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as If at any Debt time, the holders of Company Preferred Securities are held by entitled to vote under the LLC Agreement, the Property Trustee, the Trustees shall not Trustee shall: (i) direct notify the timeHolders of the Trust Preferred Securities of such right, method and place of conducting any proceeding for any remedy available (ii) request specific direction from each Holder as to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee vote with respect to the Company Preferred Securities represented by such Debt Holder's Trust Preferred Securities, and (iii) vote the relevant Company Preferred Securities only in accordance with such specific direction. (c) Upon receiving notice of any meeting at which the holders of Company Preferred Securities are entitled to vote, the Property Trustee shall, as soon as practicable, mail to the Holders of the Trust Preferred Securities a notice as provided under Section 10.8. The Depositor shall provide the form of notice to the Trustee to be forwarded to the Holders of the Trust Preferred Securities. The notice shall contain: (i) all the information that is contained in the notice announcing the meeting of the Company Preferred Securities, (ii) waive any past default which is waivable under Section 6.1 of the Indenture, (iii) exercise any right to rescind or annul a declaration statement that the principal of all the Debt Securities shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities shall be entitled, subject to any applicable provision of law, to direct the Property Trustee specifically as to the exercise of the voting rights pertaining to the number of the Company Preferred Securities represented by their respective Trust Preferred Securities, prior to taking any and (iii) a brief description of the foregoing actions, manner in which the Trustees shall, at the expense Holders of the Sponsor, obtain an Opinion of Counsel experienced in Trust Preferred Securities may give such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such actionspecific directions. (cd) If any proposed amendment to the Trust Agreement provides forreceives a written direction from a Holder, the Property Trustee shall vote, or cause to be voted, the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights amount of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Company Preferred Securities as a class will be entitled to vote on represented by such amendment or proposal and such amendment or proposal shall not be effective except Holder's Trust Preferred Securities in accordance with the approval of instructions set forth in the Holders of at least a majority in Liquidation Amount of direction. If the Outstanding Preferred Securities. Notwithstanding Property Trustee does not receive specific instructions from any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendmentHolder, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.Property

Limitations on Voting Rights. (a) Except as provided in this SectionTrust Agreement, in Sections 5.14the Subordinated Indenture, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Debt Securities are held by the Property Trustee, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Junior Subordinated Debt Securities, (ii) waive any past default which is waivable under Section 6.1 Article ____ of the Subordinated Indenture, (iii) exercise any right to rescind or annul the remedies available under the Subordinated Indenture as a declaration that Holder of the principal of all the Junior Subordinated Debt Securities shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Junior Subordinated Debt Securities, where such consent shall be required, or to any other action, as holder of the Junior Subordinated Debt Securities, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding the Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of the Junior Subordinated Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by pursuant to a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Junior Subordinated Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters from independent, outside legal counsel to the effect that the Trust will not be classified as an association taxable as other than a corporation grantor trust for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least not less than a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendmentthe foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel from independent, outside legal counsel to the effect that the Trust would will not be classified as an association taxable as other than a corporation grantor trust for United States Federal income tax purposespurposes on account of such action.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections Section 5.14, Section 8.10 and Section 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures, (ii) waive any past default which is waivable under Section 6.1 SECTION 5.13 of the Indenture, , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain be provided with an Opinion of Counsel rendered by counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, , (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 6 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, Section 5.14 Section 8.10 and Section 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel rendered by counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, , (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing execute any trust or power conferred on the Indenture Trustee with respect to such the Debt Securities, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding the Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-winding up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 Section 8.2 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) Subject to Section 8.2 hereof, if an Event of Default with respect to the Preferred Securities has occurred and been subsequently cured, waived or otherwise eliminated, the provisions of Section 6.1(b)(ii) hereof shall apply. During (x) the period commencing on the date of the occurrence of an Event of Default with respect to the Preferred Securities and ending on the date when such Event of Default is cured, waived or otherwise eliminated, or (y) any period not described in either the preceding sentence or the preceding clause (x), the provisions of Section 6.1(b)(i) shall apply. (i) The Holders of a majority in aggregate Liquidation Amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debt Securities but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debt Securities are held by the Property Trustee, the Trustees shall not (iA) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt Securities, (iiB) waive any past default which is waivable under Section 6.1 [ ] of the Indenture, (iiiC) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities shall be due and payable or (ivD) consent to any amendment, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in aggregate Liquidation Amount of all Outstanding Preferred Securities (except in the case of clause D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of a majority in aggregate Liquidation Amount of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of record of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States Federal federal income tax purposes on account of such action. (ii) Subject to Section 8.2 of this Trust Agreement and only after the Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated, the Holders of a majority in aggregate Liquidation Amount of the Common Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debt Securities but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debt Securities are held by the Property Trustee, the Trustees shall not (A) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt Securities, (B) waive any past default which is waivable under Section 5.13 of the Indenture, (C) exercise any right to rescind or annul declaration that the principal of all the Debt Securities shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all Common Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of a majority in aggregate Liquidation Amount of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Common Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Common Securities, except by a subsequent vote of the Holders of the Common Securities. The Property Trustee shall notify all Holders of record of the Common Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Common Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States federal income tax purposes on account of such action. (iii) The provisions of this Section 6.1(b) and Section 6.1(a) of this Trust Agreement shall be in lieu of Section 316(a)(1)(A) of the Trust Indenture Act, and such Section 316(a)(1)(A) is hereby expressly excluded from this Trust Agreement and the Preferred Securities, as permitted by the Trust Indenture Act. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.145.2, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.,

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14512, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and or management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive or consent to waive any past default which is waivable under Section 6.1 6.04 of the IndentureIndenture or under the terms of the Debentures, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment or modification under Section 10.02 of the Indenture or under the terms of the Debentures or termination of the Indenture or any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture or under the terms of the Debentures would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 6.01, in Sections 5.145.15, 8.10 and 10.2 10.02 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VIII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, in the Opinion of Counsel (obtained at Depositor’s expense) the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposespurposes or the Trust would lose its Investment Company Act exception.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 10.02 hereof, and in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all the Outstanding Preferred Trust Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Trust Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Trust Securities, except by pursuant to a subsequent vote of the Holders of Preferred Outstanding Trust Securities. The Property Trustee shall notify all Holders of the Preferred Trust Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Outstanding Trust Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal proposal, and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Property Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 6.1, in Sections 5.145.12, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of record of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. This paragraph governs the Trustees only in their respective capacities as Trustees of the Trust, and not in any of their other official capacities on behalf of other Persons, including without limitation as the Trustee under the Indenture or as officers of the Depositor or otherwise. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences preferences, privileges or special rights of the Preferred SecuritiesSecurities as provided in this Agreement, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority 66 2/3 in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes. (d) If any Distributions payable on the Preferred Securities are in arrears for any reason for ten quarterly periods, the Holders of the Preferred Securities, voting separately, as a class with any other Holders having similar voting rights, may appoint a representative who shall be entitled to attend any subsequent meeting of the Board of Directors of the Depositor until such arrears are paid, but such representative will not have any right to vote on matters submitted for approval by the Board of Directors.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a1) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 herein and in the Indenture and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b2) So long as any Debt Securities are held by the Property Trustee, the The Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, Trust Debt Security Trustee or executing any trust or power conferred on the Indenture Trust Debt Security Trustee with respect to such Trust Debt Securities, (ii) waive any past default which is waivable may be waived under Section 6.1 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that an acceleration of the principal of all the Trust Debt Securities shall be due and payable or (iv) consent to any amendment, amendment or modification or termination of the Indenture or the Debt SecuritiesIndenture, where such consent shall be required, without, in each case, obtaining the prior approval consent of the Holders of at least a majority in aggregate Liquidation Amount of all Outstanding Preferred Trust Securities, ; provided, however, that where a such consent under the Indenture would require the consent of each Holder holder of Trust Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of each Outstanding Preferred SecuritiesTrust Security. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Trust Securities, except by a subsequent vote of the Holders of Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred Trust Securities of any notice of default received from the Indenture Trust Debt Security Trustee with respect to as a result of the Trust being the holder of the Trust Debt Securities. In addition to obtaining the foregoing approvals consent of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain be provided with an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such actionaction and will continue to be classified as a grantor trust for United States Federal income tax purposes. (c3) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up dissolution or termination liquidation of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 Article 6 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14512, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder record holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.146.01, 8.10 and 10.2 and in the Indenture 10.03 and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against [/2/ the Depositor, as guarantor under the Subordinated Indenture, or] the Debenture Issuer [/2/, as the case may be,] to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, subject to all the provisions thereof including restrictions relating to such rights, without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Debentures. The Depositor shall be subrogated to all rights of the Holders of Preferred Trust Securities in respect of any amounts paid to such Holders by virtue of this Section 6.01. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in of the aggregate Liquidation Amount of all the Outstanding Preferred Trust Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Trust Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Trust Securities, except by pursuant to a subsequent vote of the Holders of Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred Trust Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action will not cause the Trust will not to be classified as an association taxable other than as a corporation "grantor trust" for United States Federal income tax purposes on account of such actionpurposes. (c) If Except as provided in Section 10.03, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Holders of the Outstanding Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding . (d) The Holders of a majority in Outstanding Liquidation Amount of the Preferred Trust Securities shall have the right to direct the time, method and place of conducting any other provision proceeding for any remedy available to the Property Trustee in respect of this Trust Agreement or the Debentures or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; provided, no amendment however, that, subject to Section 8.01, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall, by a Responsible Officer or Officers of the Property Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders not party to such direction, and provided further that nothing in this Trust Agreement may be made if, as a result shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposesdirection.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 10.02 hereof, and in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding the Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by pursuant to a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on an the Indenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment or modification under Section 10.02 or termination of the Indenture or any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14513, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.the

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Property Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 6.01, in Sections 5.148.10 or 10.03, 8.10 and 10.2 and in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesDebentures, where such consent shall be required, or to any other action, as holder of the Debentures, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a majority 66-2/3% in Liquidation Amount of all Outstanding the Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by pursuant to a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees and the Property Trustee shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as other than a corporation grantor trust for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the this Amended and Restated Declaration of Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Amended and Restated Declaration of Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust AgreementAmended and Restated Declaration of Trust, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority 66-2/3% in Liquidation Amount of the Outstanding Preferred Securities (based upon their Liquidation Amount). In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities. Notwithstanding , prior to taking any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendmentthe foregoing actions, the Administrative Trustees and the Property Trustee shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust would will not be classified as an association taxable as other than a corporation grantor trust for United States Federal federal income tax purposespurposes on account of such action.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no record Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Trust Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Trust Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Trust Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Trust Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 10.3 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Subordinated Notes are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Subordinated Note Trustee, or executing any trust or power conferred on the Indenture Subordinated Note Trustee with respect to such Debt SecuritiesSubordinated Notes, (ii) waive any past default which is waivable waiveable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Subordinated Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesSubordinated Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Subordinated Notes affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Subordinated Note Trustee with respect to the Debt SecuritiesSubordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to be classified as an association or publicly traded partnership taxable as a corporation for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to be classified as an association or publicly traded partnership taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association.. 244 (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Property Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding the Trust Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Trust Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preferred Securities, except by a subsequent vote of the Holders of the Trust Preferred Securities. The Property Trustee shall notify all Holders of the Trust Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, otherwise or (ii) the dissolution, winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.. 245

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Property Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections Section 5.14, Section 8.10 and Section 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain be provided with an Opinion of Counsel rendered by counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, , (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionTrust Agreement, in Sections 5.14the Subordinated Indenture, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities Trust PIERS shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Convertible Debentures are held by the Property Trustee, the Trustees shall not (i) Holders of a majority in Liquidation Amount of the Trust PIERS will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Property Trustee, or executing any trust or power conferred on the Indenture Property Trustee with respect to such Debt SecuritiesConvertible Debentures, including the right to direct the Property Trustee to (iii) waive any past default which is waivable under Section 6.1 of the Subordinated Indenture, (iiiii) exercise any right the remedies available to rescind or annul it under the Subordinated Indenture as a declaration that Holder of the principal of all the Debt Securities shall be due and payable Convertible Debentures or (iviii) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesConvertible Debentures, where such consent shall be required, withoutor to any other action, in each case, obtaining the prior approval as holder of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred SecuritiesConvertible Debentures, under the Subordinated Indenture; provided, however, that if an Event of Default has occurred and is continuing, then Holders of at least 25% of the aggregate liquidation amount of the Trust PIERS may direct the Property Trustee to declare the principal of and premium, if any, and interest (including contingent interest) on the Convertible Debentures due and payable, and further provided, that where a consent or action under the Subordinated Indenture would require the consent or act of each Holder Holders of Debt Securities more than a majority of the aggregate principal amount of Convertible Debentures affected thereby, no such consent shall be given by only Holders of the percentage of the aggregate stated Liquidation Amount of the Trust PIERS which is at least equal to the percentage required under the Convertible Debentures Indenture may direct the Property Trustee without the prior written to give such consent of each Holder of Preferred Securitiesor take such action. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred SecuritiesTrust PIERS, except by pursuant to a subsequent vote of the Holders of Preferred SecuritiesTrust PIERS. The Property Trustee shall notify all Holders of the Preferred Securities Trust PIERS of any notice of default an Event of Default received from the Indenture Trustee or the Company with respect to the Debt SecuritiesConvertible Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred SecuritiesTrust PIERS, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an independent Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as other than a corporation grantor trust for United States Federal federal income tax purposes on account of such actionaction and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred SecuritiesTrust PIERS, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities Trust PIERS as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred SecuritiesTrust PIERS. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Trust PIERS, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an independent Opinion of Counsel to the effect that the Trust will not be classified as other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as than a result grantor trust for United States federal income tax purposes on account of such amendmentaction and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures. (d) A Holder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee Agreement), the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposesor any Person.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such the consent of the holders of Debentures shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Capital Securities, except by a subsequent vote of the Holders of Preferred Capital Securities. The In accordance with Section 8.3, the Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail or cease to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Capital Securities, except as otherwise provided in Section 10.2(c). Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail or cease to be classified as an association taxable as a corporation grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14SECTIONS 512, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Property Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 ARTICLE VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shallshall provide to the Property Trustee, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolutionliquidation, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14Section 2.10, in Section 8.10 and 10.2 and or in Section 11.03 of this Trust Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Junior Subordinated Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing execute any trust or power conferred on the Indenture Property Trustee with respect to such Debt Securities, Junior Subordinated Debentures; (ii) waive any past default which is waivable that may be waived under Section 6.1 513 of the Subordinated Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Junior Subordinated Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesJunior Subordinated Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding the Preferred Securities, provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Debt Securities Junior Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Subject to Section 8.02, the Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesJunior Subordinated Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action will not cause the Trust will not to be classified as an association taxable other than as a corporation grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees Trust otherwise propose proposes to effect, (i) any action that would adversely affect in any material respect the interests, powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Securities; except as otherwise provided in Section 11.03(c). Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to be classified as an association taxable other than as a corporation grantor trust for United States Federal federal income tax purposes. (d) Holders of a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past Event of Default and its consequences, except a default described in clause (b) or (c) of the definition of “Event of Default” contained in Section 1.01, a default in respect of a covenant or provision which under this Trust Agreement cannot be modified or amended without the consent of the Holder of each Outstanding Preferred Security or an Indenture Event of Default that the Holders of a Majority in Liquidation Amount of the Preferred Securities would not be entitled to waive pursuant to Section 6.01(e). Upon any such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Trust Agreement; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of an Event of Default with respect to Preferred Securities shall also be deemed to constitute a waiver by the Holders of Common Securities for all purposes of the Trust Agreement without any further act, vote or consent of the Holders of Common Securities. (e) For so long as any Preferred Securities remain Outstanding, if, upon an Indenture Event of Default, the Indenture Trustee and the holders of the outstanding Junior Subordinated Debentures have failed to declare the principal of all of the Junior Subordinated Debentures to be immediately due and payable, the Holders of at least 33% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have such right to make such declaration by a notice in writing to the Property Trustee, the Depositor and the Indenture Trustee. At any time after such a declaration of acceleration with respect to the Junior Subordinated Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as provided in the Subordinated Indenture, the Holders of a Majority in Liquidation Amount of the Preferred Securities, by written notice to the Property Trustee, the Depositor and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Depositor has paid or deposited with the Indenture Trustee a sum sufficient to pay (1) all overdue installments of interest on all of the Junior Subordinated Debentures, (2) the principal of any Junior Subordinated Debentures which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Junior Subordinated Debentures, and (3) all sums paid or advanced by the Indenture Trustee under the Subordinated Indenture and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and the Property Trustee, their agents and counsel; and (ii) all Indenture Events of Default, other than the non-payment of the principal of the Junior Subordinated Debentures which has become due solely by such acceleration, have been cured or waived as provided in Section 813 of the Subordinated Indenture. The Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past default under the Subordinated Indenture, except a default in the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Indenture Trustee) or a default in respect of a covenant or provision which under the Subordinated Indenture cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Debentures. No such rescission shall affect any subsequent default or impair any right consequent thereon. Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of the Preferred Securities all or part of which is represented by Book-Entry Preferred Securities Certificates, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day which is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice which has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.01(e). (f) For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Subordinated Indenture, upon an Indenture Event of Default specified in Sections 801(a) and (b) of the Subordinated Indenture, any Holder of Preferred Securities shall have the right to institute a proceeding directly against the Depositor, pursuant to Section 808 of the Subordinated Indenture, for enforcement of payment to such Holder of the principal amount of Junior Subordinated Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder (a “Direct Action”). Except as set forth in Section 6.01(e) and this Section 6.01(f), the Holders of Preferred Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Junior Subordinated Debentures. The holders of a Majority in Liquidation Amount of the Preferred Securities at the time Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred on the Property Trustee with respect to the Preferred Securities; provided, however, that, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders of Preferred Securities not parties to such direction, and provided further that nothing in this Trust Agreement shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such direction by such Holders.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14Section 8.10 or Section 10.03 of this Trust Agreement, 8.10 and 10.2 and in the Indenture First Supplemental Indenture, and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as joint venturers, partners or members of an association. (b) So long as any Debt Securities Senior Deferrable Notes are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt SecuritiesSenior Deferrable Notes, (ii) consent to waive any past default which is waivable under Section 6.1 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Senior Deferrable Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesSenior Deferrable Notes, where such consent shall be required, or to any other action, as holder of the Senior Deferrable Notes, under the Indenture, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all the Outstanding Trust Preferred Securities, ; provided, however, that where a consent under the First Supplemental Indenture would require the consent of each Holder holder of Debt Securities Senior Deferrable Notes affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Trust Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Trust Preferred Securities, except by pursuant to a subsequent vote of the Holders of Trust Preferred Securities. The Property Trustee shall notify all Holders of the Trust Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such actionSenior Deferrable Notes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Trust Preferred Securities. . (d) Notwithstanding that holders of Trust Preferred Securities are entitled to vote under the circumstances described in Section 6.01(b) and 6.01(c), any other provision of this the Trust AgreementPreferred Securities that are owned (whether of record or beneficially) by the Corporation, no amendment to this Trust Agreement may be made ifthe Administrative Trustees or any Affiliate of the Corporation or any Administrative Trustee shall, as a result for purposes of such amendmentvote, the Trust would be classified treated as an association taxable as a corporation for United States Federal income tax purposesif they were not outstanding.

Limitations on Voting Rights. (a) Except as provided in this SectionEach Holder and Owner of Securities shall be deemed to acknowledge that irreparable damage would occur if any Holder or Owner of Securities should have the right to control the administration, in Sections 5.14, 8.10 and 10.2 and in operation or management of the Indenture and as otherwise required by lawTrust. Therefore, no Holder or Owner of Preferred Securities shall have any the right to vote on any matter or the right to consent to the taking of any action by the Trust (including with respect to mergers, consolidations or conversions of the Trust, transfers to or domestication in any jurisdiction by the Trust, continuance of the Trust after its dissolution or any other matter that the Delaware Statutory Trust Act or other Delaware law pertaining to trusts provides default voting rights to beneficiaries of a trust) or in any manner otherwise directly control the administration, operation and management of the Trust Trust, which rights are hereby waived or the obligations of the parties heretoeliminated. The foregoing is not intended, nor shall anything it be construed, to eliminate, restrict or waive the right of a Holder or Owner of Securities to ▇▇▇ for breach of contract or breach of trust. Each Holder and Owner of Securities is deemed to acknowledge reliance by the other Holders and Owners of Securities upon the foregoing provisions of this Section 6.01(a). Without limiting the foregoing, nothing herein set forth, or contained in the terms of the Trust Securities CertificatesSecurities, shall be construed so as to constitute the Securityholders Holders or Owners of Securities from time to time as partners or members of an association. (b) So long as any Debt Securities Trust Debentures are held by the Property Trustee on behalf of the Trust, solely the Property Trustee, as Holder of the Trustees Trust Debentures within the meaning of the Indenture, may (but shall not be obligated to): (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture TrusteeTrustee with respect to the Trust Debentures, or executing exercising any trust or power conferred on the Indenture Trustee with respect to such Debt Securitiesthe Trust Debentures, enforce the Sponsor’s obligations under the Trust Debentures (to the extent permitted by the Indenture) or give any notice to the Indenture Trustee under Section 6.05 of the Indenture, (ii) waive any past default which is waivable that may be waived under Section 6.1 6.07 of the Indenture, , (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesTrust Debentures, where such consent by the holders of the Trust Debentures is required. As Holder of the Trust Debentures within the meaning of the Indenture, the right to execute any power conferred by the Indenture with respect to the Trust Debentures is vested solely in the Property Trustee and no provision of this Trust Agreement shall be requiredconstrued in any manner to provide any Holder or Owner of Securities with any such right. In taking any such action, without, in each case, obtaining it shall not be necessary for the Property Trustee or any of the other Trustees to obtain the prior approval of the Holders or Owners of at least a majority in Liquidation Amount any Securities. The Holders and Owners of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities affected thereby, no such consent shall be given by are hereby expressly precluded from directing the Property Trustee without or any of the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke other Trustees, or otherwise taking any action previously authorized to compel the Property Trustee or approved by a vote any of the Holders of Preferred Securitiesother Trustees, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of to take any notice of default received from the Indenture Trustee action hereunder with respect to the Debt SecuritiesIndenture or the Trust Debentures. For so long as the Trust Debentures are held by the Trust, GE Capital shall not solicit a consent to a proposed amendment to the Trust Debentures or the Indenture with respect to the Trust Debentures, or seek a waiver of a past default under the Trust Debentures. (c) Nothing in this Trust Agreement shall be construed to limit the ability of a Holder or Owner of Securities to make a non-binding request of the Property Trustee to take action, or to refrain from taking action, in respect of the Indenture and the Trust Debentures, and the Property Trustee may in its sole discretion elect to take or refrain from taking action pursuant to such request. In addition connection with any such request, any Owner of Securities may offer to obtaining indemnify the foregoing approvals Property Trustee in accordance with the provisions of the Holders of the Preferred Securities, prior Section 8.03(g) hereof provided such Owner is a Qualified U.S. Holder. Prior to taking any of the foregoing actions, the Property Trustees shall, at the expense of the SponsorGE Capital, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to be classified as other than one or more grantor trusts or custodial arrangements or to be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal U.S. federal income tax purposes. (d) Section 316(a)(1) of the Trust Indenture Act (which addresses the right of holders of indenture securities to direct the time, method, and place for conducting any proceeding for any remedy available to the indenture trustee, and to consent to waivers of past defaults) is hereby expressly excluded from this Trust Agreement.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment or modification under Section 10.02 or termination of the Indenture or any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 11.3 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, neither the Property Trustee nor the Administrative Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable waiveable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Neither the Property Trustee nor the Administrative Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Capital Securities, except by a subsequent vote of the Holders of Preferred Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association a grantor trust or cause the Trust to be taxable as a corporation for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Property Trustee or the Administrative Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-winding- up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association a grantor trust or cause the Trust to be taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14512, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount liquidation amount of all the Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall promptly notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such actionDebentures. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount liquidation amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and ------------- ---- 10.2 and in the Indenture and as otherwise required by law, no Holder of ---- Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures, (ii) waive any past default which is waivable under Section 6.1 ------- 5.13 of the Indenture, ---- (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the -------- ------- consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel rendered by counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, , (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionTrust Agreement, in Sections 5.14the Subordinated Indenture, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Subordinated Debt Securities are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Subordinated Debt Securities, (ii) waive any past default which is waivable under Section 6.1 Article of the Subordinated Indenture, (iii) exercise any right the remedies available to rescind or annul it under the Subordinated Indenture as a declaration that Holder of the principal of all the Subordinated Debt Securities shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Subordinated Debt Securities, where such consent shall be required, or to any other action, as holder of the Subordinated Debt Securities, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding the Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Subordinated Debt Securities affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by pursuant to a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Subordinated Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an independent Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as other than a corporation grantor trust for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendmentthe foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an independent Opinion of Counsel to the effect that the Trust would will not be classified as an association taxable as other than a corporation grantor trust for United States Federal federal income tax purposespurposes on account of such action.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding the Trust Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Trust Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preferred Securities, except by a subsequent vote of the Holders of the Trust Preferred Securities. The Property Trustee shall notify all Holders of the Trust Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Trust Capital Securities shall have any right to vote or in any manner otherwise control the purposes, administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained herein or in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Debt Securities are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Junior Subordinated Debt Securities Trustee, or executing exercise any trust or power conferred on the Indenture Property Trustee with respect to such the Junior Subordinated Debt Securities, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debt Securities shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Junior Subordinated Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Trust Capital Securities, provided, however, ; provided that where a consent under the Indenture would require the consent of each holder of Junior Subordinated Debt Securities (or each Holder of Debt Securities Trust Capital Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Trust Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Trust Capital Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Trust Capital Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Capital Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Trust Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.148.10, 8.10 9.02 and 10.2 and in the Indenture 10.02 hereof and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote whatsoever or in any manner otherwise control the to any extent tb administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities KDSM Senior Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees Property Trustee or any other Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesKDSM Senior Debentures or the Indenture, (ii) waive any past default which is waivable under Section 6.1 of the Indenture, (iii) exercise any right to to, or rescind or annul a declaration that that, the principal of all the Debt Securities KDSM Senior Debentures shall be due and payable or payable, (iv) consent to any amendment, modification or termination of the Indenture Indenture, the KDSM Senior Debentures or the Debt Securities, Pledge and Security Agreement where such consent shall be required, (v) liquidate the Trust pursuant to Section 9.02(i) or (vi) exercise any right with respect to the Parent Preferred pursuant to the Pledge and Security Agreement, or otherwise, without, in each case, obtaining the prior approval of the Holders of at least a majority in aggregate Liquidation Amount Value of all the Outstanding Preferred Securities, Securities and the Property Trustee shall take such action on behalf of the Trust upon such approval; provided, however, that where a consent consent, waiver or exercise of rights under the Indenture would require the consent of each Holder holder of Debt Securities the KDSM Senior Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Preferred Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesKDSM Senior Debentures or as to receipt of any notice related to the Parent Preferred or as to which a vote of the Preferred Securities may be required. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If So long as the Pledge Agreement is in full force and effect, the Property Trustee or any other Trustee shall not exercise any of the approval, consent, waiver or any other of the rights of the Trust provided to the Trust pursuant to the Pledge Agreement, without, in each case, obtaining the prior approval of the Holders of at least a majority in aggregate Liquidation Value of the Outstanding Preferred Securities and the Property Trustee shall take such action on behalf of the Trust upon such approval; provided, however, that where a consent, waiver or exercise of rights provided through the Pledge and Security Agreement would require the consent of each Holder of the Preferred Securities affected thereby since it relates to a right which requires the consent of each holder of the KDSM Senior Debentures, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Preferred Securities, except pursuant to a subsequent vote of the Holders of the same required percentage of Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States federal income tax purposes on account of such action. (d) Subject to Section 10.02(c) hereof, if any proposed amendment to the this Trust Agreement provides for, or the Trustees Administrative Trustee and the Property Trustee otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount Value of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal federal income tax purposes. (e) Upon an Event of Default, the Holders of a majority of the aggregate Liquidation Value of the Outstanding Preferred Securities shall have the right to replace any or all of the Trustees of the Trust. So long as such Event of Default shall be continuing, any Trustee selected by the holders of Preferred Securities may only be removed or replaced by the Holders of Preferred Securities and the Holders of the Common Securities shall have no right to select any Trustees. Upon the termination of waiver of such an Event of Default, the holders of Common Securities shall have the right to replace any or all of the Trustees selected by the holders of Preferred Securities.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.146.01, 8.10 and 10.2 and in the Indenture 10.03 and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against the Depositor, as guarantor under the Subordinated Indenture, or the Debenture Issuer, as the case may be, to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, subject to all the provisions thereof including restrictions relating to such rights, without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Debentures. [The Depositor shall be subrogated to all rights of the Holders of Preferred Trust Securities in respect of any amounts paid to such Holders by virtue of this Section 6.01.] (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in of the aggregate Liquidation Amount of all the Outstanding Preferred Trust Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Trust Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Trust Securities, except by pursuant to a subsequent vote of the Holders of Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred Trust Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action will not cause the Trust will not to be classified as an association taxable other than as a corporation "grantor trust" for United States Federal income tax purposes on account of such actionpurposes. (c) If Except as provided in Section 10.03, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Holders of the Outstanding Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding . (d) The Holders of a majority in Outstanding Liquidation Amount of the Preferred Trust Securities shall have the right to direct the time, method and place of conducting any other provision proceeding for any remedy available to the Property Trustee in respect of this Trust Agreement or the Debentures or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; provided, no amendment however, that, subject to Section 8.01, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall, by a Responsible Officer or Officers of the Property Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders not party to such direction, and provided further that nothing in this Trust Agreement may be made if, as a result shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposesdirection.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14512, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees shallshall provide to the Property Trustee, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.least

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14514, 8.10 810, 905 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, ; nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust AgreementAgreement including Section 902(b) hereof, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionTrust Agreement, in Sections 5.14the Subordinated Indenture, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Subordinated Debt Securities are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Subordinated Debt Securities, (ii) waive any past default which is waivable under Section 6.1 Article ___ of the Subordinated Indenture, (iii) exercise any right the remedies available to rescind or annul it under the Subordinated Indenture as a declaration that Holder of the principal of all the Subordinated Debt Securities shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Subordinated Debt Securities, where such consent shall be required, or to any other action, as holder of the Subordinated Debt Securities, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding the Preferred Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder holder of Subordinated Debt Securities affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by pursuant to a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Subordinated Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an independent Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as other than a corporation grantor trust for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendmentthe foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an independent Opinion of Counsel to the effect that the Trust would will not be classified as an association taxable as other than a corporation grantor trust for United States Federal federal income tax purposespurposes on account of such action.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 6.1, in Sections 5.145.13, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder record holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences preferences, privileges or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority 66 2/3 in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes. (d) If any Distributions payable on the Preferred Securities are in arrears for six quarterly periods, the Holders of the Preferred Securities, voting separately, as a class with any other Holders having similar voting rights, will be entitled to elect two directors to the Board of Directors of the Depositor at the next special or annual meeting of the shareholders of Depositor.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.146.01, 8.10 and 10.2 and in the Indenture 10.03 and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against the Debenture Issuer to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, subject to all the provisions thereof including restrictions relating to such rights, without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Debentures. The Depositor shall be subrogated to all rights of the Holders of Preferred Trust Securities in respect of any amounts paid to such Holders by virtue of this Section 6.01. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in of the aggregate Liquidation Amount of all the Outstanding Preferred Trust Securities, ; provided, however, that where a consent under the Subordinated Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Trust Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Trust Securities, except by pursuant to a subsequent vote of the Holders of Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred Trust Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Trustees Property Trustee shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action will not cause the Trust will not to be classified as an association taxable other than as a corporation "grantor trust" for United States Federal income tax purposes on account of such actionpurposes. (c) If Except as provided in Section 10.03, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Holders of the Outstanding Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding . (d) The Holders of a majority in Outstanding Liquidation Amount of the Preferred Trust Securities shall have the right to direct the time, method and place of conducting any other provision proceeding for any remedy available to the Property Trustee in respect of this Trust Agreement or the Debentures or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; provided, no amendment however, that, subject to Section 8.01, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall, by a Responsible Officer or Officers of the Property Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders not party to such direction, and provided further that nothing in this Trust Agreement may be made if, as a result shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposesdirection.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal or State income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal or State income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 Section 8.2 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long Subject to Section 8.2 hereof and the requirements set forth in this paragraph, the Holders of a majority in liquidation amount of Preferred Securities, voting separately as a class may direct the time, method, and place of conducting any Debt Securities are held by proceeding for any remedy available to the Property Trustee, or the Trustees shall not exercise of any trust or power conferred upon the Property Trustee under the Declaration, including (i) direct directing the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing exercising any trust or power conferred on the Indenture Debenture Trustee with respect to the Debentures, (ii) waiving any past default and its consequences that is waivable under the Indenture, (iii) exercising any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consenting to any amendment, modification or termination of the Indenture or the Debentures where such Debt consent shall be required, provided, however, that, where a consent or action under the Indenture specifically would require the consent or act of the Holders of greater than a majority of the holders in principal amount of Debentures affected thereby (a "Super Majority"), the Property Trustee may only give such consent or take such action at the written direction of the Holders of at least the proportion in liquidation amount of the Preferred Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities. Other than with respect to directing the time, method and place of conducting any remedy available to the Property Trustee or the Debenture Trustee as set forth above, the Property Trustee shall not take any action in accordance with the directions of the Holders of the Preferred Securities under this paragraph unless the Property Trustee has obtained an opinion of tax counsel to the effect that for the purposes of United States federal income tax the Trust will not be classified as other than a grantor trust on account of such action. (c) Except as provided under this Section, Sections 8.9 and 10.2 and as otherwise required by law and the Declaration, the Holders of the Common Securities will have no voting rights. (d) Subject to Section 8.2 of the Declaration and only after any Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated the Property Trustee shall not (i) direct the time, method, and place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default which and its consequences that is waivable under Section 6.1 of the Indenture, or (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendmentpayable, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, without in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount liquidation amount of all Outstanding Preferred Common Securities, providedprovided that, however, that where a consent under the Indenture specifically would require the consent of each Holder the Holders of Debt Securities affected therebya Super Majority, no such consent shall be given by the Property Trustee without may only give such consent at the prior written consent direction of each Holder the Holders of Preferred Securitiesat least the proportion in liquidation amount of the Common Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. The Trustees Pursuant to this Section 6.1(d), the Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking Shall not take any of the foregoing actions, actions under this paragraph unless the Trustees shall, at the expense Property Trustee has obtained an opinion of the Sponsor, obtain an Opinion of Counsel experienced in such matters tax counsel to the effect that for the purposes of United States federal income tax the Trust will not be classified as an association taxable as other than a corporation for United States Federal income tax purposes grantor trust on account of such action. If the Property Trustee fails to enforce its rights under the Declaration, any Holder of Common Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against any Person to enforce the Property Trustee's rights under the Declaration, without first instituting a legal proceeding against the Property Trustee or any other Person. Any approval or direction of the Holders of Common Securities may be given at a separate meeting of Holders of Common Securities convened for such purposes, at a meeting of all of the Holders of Securities in the Trust or pursuant to written consent. The Administrative Trustees will cause a notice of any meeting at which Holders of Common Securities are entitled to vote to be mailed to each Holder of record of Common Securities, Each such notice will include a statement setting forth (i) the date of such meeting, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote and (iii) instructions for the delivery of proxies. (ce) If any proposed amendment to the Declaration of Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) effect the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust AgreementDeclaration of Trust, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 herein and in the Indenture and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities are held by the Property Trustee, the The Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, Trust Debt Security Trustee or executing any trust or power conferred on the Indenture Trust Debt Security Trustee with respect to such Trust Debt Securities, (ii) waive any past default which is waivable may be waived under Section 6.1 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that an acceleration of the principal of all the Trust Debt Securities shall be due and payable or (iv) consent to any amendment, amendment or modification or termination of the Indenture or the Debt SecuritiesIndenture, where such consent shall be required, without, in each case, obtaining the prior approval consent of the Holders of at least a majority in aggregate Liquidation Amount of all Outstanding Preferred Trust Securities, ; provided, however, that where a such consent under the Indenture would require the consent of each Holder holder of Trust Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of each Outstanding Preferred SecuritiesTrust Security. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Trust Securities, except by a subsequent vote of the Holders of Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred Trust Securities of any notice of default received from the Indenture Trust Debt Security Trustee with respect to as a result of the Trust being the holder of the Trust Debt Securities. In addition to obtaining the foregoing approvals consent of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain be provided with an Opinion of Counsel Counsel, which shall be nationally recognized independent counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such actionaction and will continue to be classified as a grantor trust for United States Federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the this Trust Agreement or otherwise, or (ii) the dissolution, winding-up dissolution or termination liquidation of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this Section, in Sections 5.14, 8.10 Section 8.9 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) Subject to Section 8.2 hereof, if an Event of Default with respect to the Preferred Securities has occurred and been subsequently cured, waived or otherwise eliminated, the provisions of Section 6.1(b)(ii) hereof shall apply. During (x) the period commencing on the date of the occurrence of an Event of Default with respect to the Preferred Securities and ending on the date when such Event of Default is cured, waived or otherwise eliminated, or (y) any period not described in either the preceding sentence or the preceding clause (x), the provisions of Section 6.1(b)(i) shall apply. (i) The holders of a majority in aggregate Liquidation Amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Declaration of Trust, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debt Securities Debentures are held by the Property Trustee, the Administrative Trustees and the Property Trustee shall not (iA) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (iiB) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iiiC) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (ivD) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in aggregate Liquidation Amount of all Outstanding Preferred Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Administrative Trustees and the Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of record of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States Federal federal income tax purposes on account of such action. (ii) Subject to Section 8.2 of this Declaration of Trust and only after the Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated, the holders of a majority in aggregate Liquidation Amount of the Common Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Declaration of Trust, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debentures are held by the Property Trustee, the Trustees shall not (A) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures, (B) waive any past default which is waivable under Section 5.13 of the Indenture, (C) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all Common Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Common Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Common Securities, except by a subsequent vote of the Holders of the Common Securities. The Property Trustee shall notify all Holders of record of the Common Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Common Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States federal income tax purposes on account of such action. (c) If any proposed amendment to the Declaration of Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) effect the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust AgreementDeclaration of Trust, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority 66 2/3% in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 27, in Section 25 hereof and in Sections 5.14, 8.10 5.10 and 10.2 7.3 of the Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable waiveable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Capital Securities, except by a subsequent vote of the Holders of Preferred Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Administrative Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14514, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination dissolution of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would be classified as an association taxable as a corporation for United States Federal income tax purposes.Preferred

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14513, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes. (d) No vote or consent of the Securityholders shall be required for the Trust to redeem and cancel the Preferred Securities. (e) Notwithstanding that the Securityholders are entitled to vote or consent under any of the circumstances described in this Section, any of the Preferred Securities owned by the Depositor, the Depositor Trust or any of their affiliated shall not be entitled to vote or consent on any of such matters, and shall, for purposes of such vote or consent, be treated as if they were not outstanding.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal or Puerto Rico income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal or Puerto Rico income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal federal or Puerto Rico income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14514, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination dissolution of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided provided, however in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt SecuritiesDebentures, (ii) waive any past default which is waivable under Section 6.1 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in (based on Liquidation Amount Amounts) of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust will not to fail to be classified as an association taxable as a corporation grantor trust for United States U.S. Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in (based on Liquidation Amount Amounts) of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would to fail to be classified as an association taxable as a corporation grantor trust for United States U.S. Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Sections 5.14, 8.10 and 10.2 Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders Holders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing execute any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securitiesthe Debentures, (ii) waive any past default which is waivable that may be waived under Section 6.1 [513] [613] of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority Majority in Liquidation Amount of all Outstanding Preferred the Capital Securities, : provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Trustees Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred the Capital Securities, except by a subsequent vote of the Holders of Preferred the Capital Securities. The Property Trustee shall notify all Holders of the Preferred Capital Securities of any notice of default received from the Indenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust will not to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes on account of such actionpurposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority Majority in Liquidation Amount of the Outstanding Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust would to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14513, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no record Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property TrusteeTrustee on behalf of the Trust, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VIII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least not less than a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized to do so by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least not less than a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.

Limitations on Voting Rights. (a) Except as provided in this SectionSection 601, in Sections 5.14514, 8.10 810 and 10.2 1002 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debt Securities Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Debenture Trustee, or executing any trust or power conferred on the Indenture Debenture Trustee with respect to such Debt Securities, Debentures; (ii) waive any past default which is waivable under Section 6.1 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debt SecuritiesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, ; provided, however, that where a consent under the Indenture would require the consent of each Holder holder of Debt Securities outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except when authorized by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify all Holders each Holder of the Outstanding Preferred Securities of any notice of default received from the Indenture Debenture Trustee with respect to the Debt SecuritiesDebentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the SponsorDepositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States Federal federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, ; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States Federal federal income tax purposes.