Common use of Amendments to Declaration and Indenture Clause in Contracts

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional TrusteeTrustees, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional TrusteeTrustees, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; provided, however, if any amendment or proposal referred to in clause -------- ------- (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require -------- ------- a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; provided, however, if any amendment or proposal -------- ------- referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require -------- ------- a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, voting together Securities as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, affected therebyvoting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting or consenting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal amount of the Debentures (a “Super Majority”), the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c; provided, further, that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 7(b) Notwithstanding unless the foregoing, no amendment or modification may be made Institutional Trustee has obtained an opinion of nationally recognized tax counsel experienced in such matters to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as under the circumstances described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single class, Securities will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, affected therebyvoting together as a single class; provided, howeverPROVIDED that, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Property Trustee as the holder of the Trust Debentures is required under the Indenture with respect to any amendment, amendment or modification or termination of the Indenture or the Trust Debentures, the Institutional Property Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, amendment or modification or termination and shall vote with respect to such amendment, modification, amendment or termination modification as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, PROVIDED that where a consent under the Indenture would require the consent of the holders of a Super Majority, the Institutional Property Trustee may only give such consent only at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Trust Debentures outstanding. (c; PROVIDED, FURTHER, that the Property Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 7(b) Notwithstanding unless the foregoing, no amendment or modification may be made Property Trustee has received an opinion of tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, Securities voting together as a single class, class will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, Securities affected thereby; provided, howeverprovided that, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Preferred Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee Trustee, as the holder of the Debentures Debentures, is required under the Indenture with respect to any amendment, modification or termination of on the Indenture or the DebenturesIndenture, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding; and provided, further, that where a consent or action under the Indenture is only effective against each holder of Debentures who has consented thereto, such consent or action will only be effective against a holder of Preferred Securities who directs the Institutional Trustee to give such consent or take such action; and provided, further, that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 7(b) unless the Institutional Trustee has obtained an opinion of a nationally recognized tax counsel experienced in such matters 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) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company "investment company" which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional TrusteeTrustees, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; providedPROVIDED, howeverHOWEVER, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional TrusteeTrustees, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; provided, however, if any amendment or proposal referred to in clause -------- ------- (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.by

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (iI) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (iiII) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, voting together Securities as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, affected therebyvoting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Preferred Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is 61 required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal amount of the Debentures (a "Super Majority"), the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c; provided, further, that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 7(b) Notwithstanding unless the foregoing, no amendment or modification may be made Institutional Trustee has obtained an opinion of tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.01 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.01 of the Declaration, then the Holders of outstanding Securities, voting together Securities as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 preference of the Securities, affected therebyvoting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Preferred Securities or only the Common Securities, then only the affected 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 a Majority 66-2/3% in liquidation amount preference of such class of Securities. (b) In the event the consent of the Institutional Property Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of on the Indenture or the Debentures, the Institutional Property Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed directed, in writing, by a Majority in liquidation amount preference of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal amount of the Debentures (a "Super Majority"), the Institutional Property Trustee may only give such consent at the written direction of the Holders of at least the same proportion in aggregate stated liquidation amount preference of the Securities; provided, further, that the Property Trustee shall not take any action in accordance with the directions of the Holders of the Securities which under this paragraph 8(b) unless the relevant Super Majority represents Property Trustee has received an opinion of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal Federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce trust or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, partnership on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.01 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Administrative Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.01 of the Declaration, then the Holders of outstanding Securities, voting together as a single class, Securities will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, affected therebyvoting together as a single class, PROVIDED, HOWEVER, that, the rights of Holders of Preferred Securities under Article V of the Declaration to appoint, remove or 91 replace a Special Trustee shall not be amended without the consent of each Holder of Preferred Securities; provided, however, and PROVIDED FURTHER that if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Preferred Securities or only the Common Securities, then only the affected 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 at least a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Property Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Property Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority at least the same proportion in aggregate stated liquidation amount preference of the Securities voting together as a single classSecurities; providedPROVIDED, however-------- HOWEVER, that where a consent under the Indenture would require a Super Majority, Property Trustee shall not take any action in accordance with the Institutional Trustee may only give such consent at the direction directions of the Holders of at least the proportion in liquidation amount of the Securities which under this paragraph 8(b) unless the relevant Super Majority represents Property Trustee has obtained an opinion of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional TrusteeTrustees, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; provided, however, if any amendment or proposal referred to in clause -------- ------- (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture -------- ------- would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, voting together Securities as a single class, will be entitled to vote on such amendment or proposal (but not on any other amendment or proposal) and such amendment or proposal shall not be effective except (a) with the approval of the Holders of at least a Majority 66-2/3% in liquidation amount of the Securities, affected therebyvoting together as a single class and (b) upon receipt by the Regular Trustees of an opinion of a nationally recognized independent counsel experienced in such matters to the effect that such amendment or the exercise of any power granted to the Regular Trustees in accordance with such amendment will not affect the Trust's status as a grantor trust for United States federal income tax purposes or the Trust's exemption from the status of an "investment company" under the Investment Company Act; providedPROVIDED, howeverHOWEVER, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority 66-2/3% in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Property Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Property Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of the holders of more than a Super Majoritymajority of the aggregate principal amount of the Debentures, the Institutional Property Trustee may only give such consent at the direction of the Holders of at least the same proportion in aggregate stated liquidation amount of the Securities which Securities; PROVIDED, HOWEVER, that the relevant Super Majority represents Property Trustee shall not take any action in accordance with the directions of the aggregate principal amount Holders of the Debentures outstanding. (c) Notwithstanding Securities under this paragraph unless the foregoing, no amendment or modification may be made Property Trustee has obtained an opinion of tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, Securities voting together as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, Securities affected thereby; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Trust Preferred Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal amount of the Debentures (a "Super Majority"), the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c; provided, further, that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 8(b) Notwithstanding the foregoing, no amendment or modification may be made unless each Trustee has obtained an opinion of tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any the requirements under set out in Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides formay be amended from time to time by the Sponsor, or the Institutional TrusteeProperty Trustee and the Administrative Trustees, Sponsor or Administrators otherwise propose to effect, without the consent of the Holders (i) to cure any action that would adversely affect the powersambiguity, preferences correct or special rights of the Securities, whether by way of amendment to supplement any provisions in the Declaration or otherwisethat may be inconsistent with any other provisions, or (ii) to make any other provisions with respect to matters or questions arising under the Liquidation of Declaration which shall not be inconsistent with the Trust, other than as described in Section 7.1 provisions of the Declaration, then (ii) to modify, eliminate or add to any provisions of the Holders of outstanding Securities, voting together Declaration to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a single classgrantor trust at all times that any Securities are outstanding or to ensure that the Trust will not be required to register as an "Investment Company" under the Investment Company Act or (iii) to modify, will eliminate or add any provisions of the Declaration to such extent as shall be entitled necessary to vote on enable the Trust and the Sponsor to conduct an Exchange Offer in the manner contemplated by the Registration Rights Agreement; provided, however, that in each case such amendment or proposal and such amendment or proposal action shall not be effective except with adversely affect in any material respect the approval interests of any Holder. Any amendments of the Declaration shall become effective when notice thereof is given to the Holders. Under the circumstances referred to in Section 12.1(c) of the Declaration, the Declaration also may be amended by the Trustees and the Sponsor with (i) the consent of Holders of at least representing a Majority in liquidation amount of the all outstanding Securities, affected thereby; provided, however, if any amendment or proposal referred and (ii) receipt by the Trustees of an Opinion of Counsel to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected class will be entitled to vote on effect that such amendment or proposal and the exercise of any power granted to the Trustees in accordance with such amendment or proposal shall will not be effective except with affect the approval of a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together Trust's status as a single class; provided, however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified grantor trust for purposes of United States federal income taxation tax purposes or the Trust's exemption from status as other than a grantor trustan Investment Company under the Investment Company Act, provided that, without the consent of each Holder of Trust Securities, the Declaration may not be amended to (iii) reduce change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the powers amount of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is any Distribution required to be registered under the Investment Company Act. (d) Notwithstanding any provision made in respect of the Declaration, Trust Securities as of a specified date or (ii) restrict the right of any Holder a holder of the Capital Trust Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equitydate.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, Securities voting together as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, Securities affected thereby; provided, however, that a reduction of the principal amount or Coupon Rate, or a change in the payment dates or maturity of the Convertible Preferred Securities shall not be permitted without the consent of each Holder of Convertible Preferred Securities affected thereby; and provided further that, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Convertible Preferred Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Property Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Property Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of a Super Majority, the Institutional Property Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c; provided, further, that the Property Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 8(b) Notwithstanding unless the foregoing, no amendment or modification may be made Property Trustee has obtained an opinion of tax counsel to the Declaration if effect that, as a result of such amendment or modification would (i) cause action, the Trust to will not be classified as other than a grantor trust for the purposes of United States federal income taxation tax and that each holder of Securities will be treated as other than a grantor trust, (ii) reduce or otherwise adversely affect owning an undivided beneficial interest in the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company ActDebentures. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; providedPROVIDED, howeverHOWEVER, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional TrusteeTrustees, Sponsor or Administrators otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected class Securities will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee Trustee, or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions Distributions and other payments upon redemption redemption, liquidation or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Administrative Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, voting together Securities as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, Securities affected thereby, voting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Trust Preferred Securities or only the Trust Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities; provided, further, that no amendment or proposal approved pursuant to this Section 23(a) shall become effective unless the Administrative Trustees have received an opinion of counsel to the effect that such amendment or proposal, or the exercise of any power granted to the Trustees in accordance with such amendment or proposal, will not adversely affect the Trust's status as a grantor trust for United States federal income tax purposes or the Trust's exemption from status as an Investment Company under the Investment Company Act. (b) In the event the consent of the Institutional Property Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Property Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modifica tion or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal amount of the Debentures (a "Super Majority"), the Institutional Property Trustee may only give such consent at the written direction of the Holders of at least the same proportion in aggregate stated liquidation amount preference of the Securities; provided, further, that the Property Trustee shall not take any action in accordance with the directions of the Holders of the Securities which under this Section 9(b) unless the relevant Super Majority represents Property Trustee has obtained an opinion of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made tax counsel to the Declaration if such amendment or modification would (i) cause the Trust to be classified effect that, for purposes of United States federal income taxation tax purposes, the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For action and each Holder will be treated as owning an undivided beneficial interest in the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityDebentures.

Amendments to Declaration and Indenture. (a) In addition to any the requirements under set out in Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or may be amended from time to time by an instrument executed by the Institutional Property Trustee, Sponsor or Administrators otherwise propose to effectthe Delaware Trustee and the Administrative Trustees, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Securities, voting together as a single 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 Securities, affected thereby; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event without the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities (i) to cure any ambiguity, correct or supplement any provisions in the Declaration that may be inconsistent with any other provisions, or to make any other provisions with respect to such amendmentmatters or questions arising under the Declaration which shall not be inconsistent with the other provisions of the Declaration, modification or termination and shall vote with respect (ii) to modify, eliminate or add to any provisions of the Declaration to such amendment, modification, or termination extent as directed by a Majority in liquidation amount of shall be necessary to ensure that the Securities voting together Trust will be classified for United States federal income tax purposes as a single classgrantor trust at all times that any Securities are outstanding or to ensure that the Trust will not be required to register as an "investment company" under the Investment Company Act; provided, however, that where a consent under in the Indenture would require a Super Majoritycase of clause (i), such action shall not adversely affect in any material respect the Institutional Trustee may only give such consent at the direction interests of any Holder of Securities. Any amendments of the Holders of at least Declaration pursuant to the proportion in liquidation amount foregoing shall become effective when notice thereof is given to the holders of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification Securities. The Declaration also may be made amended by the Trustees and the Sponsor with (i) the consent of Holders representing a Majority in Liquidation Amount of all outstanding Securities, and (ii) receipt by the Trustees of an Opinion of Counsel to the Declaration if effect that such amendment or modification would (i) cause the Trust exercise of any power granted to be classified the Trustees in accordance with such amendment will not affect the Trust's status as a grantor trust for purposes of United States federal income taxation tax purposes or the Trust's exemption from status as other than a grantor trustan investment company under the Investment Company Act, provided that, without the consent of each Holder of Securities, the Declaration may not be amended to (iii) reduce change the amount or timing of any Distribution on the Securities or otherwise adversely affect the powers amount of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is any Distribution required to be registered under the Investment Company Act. (d) Notwithstanding any provision made in respect of the Declaration, Securities as of a specified date or (ii) restrict the right of any a Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equitydate.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, voting together Securities as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, Securities affected thereby, voting together as a single class; providedPROVIDED, howeverHOWEVER, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Preferred Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Property Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Property Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require the consent of the Holders of a Super MajorityMajority of the Debentures, the Institutional Property Trustee may only give such consent at the written direction of the Holders of at least the same proportion in aggregate stated liquidation amount preference of the Securities; PROVIDED, FURTHER, that the Property Trustee shall not take any action in accordance with the directions of the Holders of the Securities which under this paragraph 8(b) unless the relevant Super Majority represents Property Trustee has obtained an opinion of a nationally recognized independent tax counsel to the aggregate principal amount effect that for the purposes of United states federal income tax the Debentures outstandingTrust will not be classified as other than a grantor trust on account of such action. (c) Notwithstanding In the foregoingevent of any Fundamental Change (as defined in the Indenture), no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause shall be amended as contemplated by, and in accordance with the Trust to be classified for purposes of United States federal income taxation as other than a grantor trustrequirements of, (ii) reduce or otherwise adversely affect the powers Section 1304 of the Institutional Indenture. The Regular Trustees, the Property Trustee and the Delaware Trustee shall be authorized to execute and deliver any such amendment. Such amendment shall not require the vote or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision consent of the Declaration, the right Holders of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equitySecurities.

Amendments to Declaration and Indenture. (a) In addition to any the requirements under set out in Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides formay be amended from time to time by the Sponsor, or the Institutional Trustee, Sponsor or Administrators otherwise propose to effect, Property Trustee and the Administrative Trustees without the consent of the Holders (i) to cure any action that would adversely affect the powersambiguity, preferences correct or special rights of the Securities, whether by way of amendment to supplement any provisions in the Declaration or otherwisethat may be inconsistent with any other provisions, or (ii) to make any other provisions with respect to matters or questions arising under the Liquidation of Declaration which shall not be inconsistent with the Trust, other than as described in Section 7.1 provisions of the Declaration, then (ii) to modify, eliminate or add to any provisions of the Holders of outstanding Securities, voting together Declaration to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a single classgrantor trust at all times that any Trust Securities are outstanding or to ensure that the Trust will not be required to register as an "Investment Company" under the Investment Company Act and (iii) to modify, will eliminate or add any provisions of the Declaration to such extent as shall be entitled necessary to vote on enable the Trust or the Sponsor to conduct an Exchange Offer in the manner contemplated by the Registration Rights Agreement; provided, however, that in each case, such amendment or proposal and such amendment or proposal action shall not be effective except with adversely affect in any material respect the approval interests of any Holder, and any amendments of the Declaration shall become effective when notice thereof is given to the Holders. The Declaration may also be amended by the Trustees and the Sponsor with (i) the consent of Holders of at least representing a Majority in liquidation amount of the all outstanding Trust Securities, affected thereby; provided, however, if any amendment or proposal referred and (ii) receipt by the Trustees of an Opinion of Counsel to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected class will be entitled to vote on effect that such amendment or proposal and the exercise of any power granted to the Trustees in accordance with such amendment or proposal shall will not be effective except with affect the approval of a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together Trust's status as a single class; provided, however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified grantor trust for purposes of United States federal income taxation tax purposes or the Trust's exemption from status as other than a grantor trustan Investment Company under the Investment Company Act, provided that, without the consent of each Holder of Trust Securities, the Declaration may not be amended to (iii) reduce change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the powers amount of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is any Distribution required to be registered under the Investment Company Act. (d) Notwithstanding any provision made in respect of the Declaration, Trust Securities as of a specified date or (ii) restrict the right of any Holder a holder of the Capital Trust Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equitydate.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would materially adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, voting together Securities as a single class, class will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, affected therebyvoting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Preferred Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of on the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c; provided, further, that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 8(b) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would unless (i) cause the Trust Institutional Trustee has obtained an opinion of tax counsel to be classified the effect that for the purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, trust on account of such action or (ii) such action would not reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company "investment company" which is required to be registered under the Investment Company ActAct of 1940. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equity.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if If any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, effect (i) any action that would adversely affect the powers, preferences or special rights of the Trust Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation involuntary or voluntary liquidation, dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Securities, voting together Trust Securities as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Trust Securities, affected therebyvoting together as a single class; providedprovided that a reduction of the aggregate liquidation amount or the Distribution rate, howevera change in the payment dates or maturities of the Preferred Securities or a reduction in the percentage in liquidation amount of outstanding Preferred Securities, if the consent of the Holders of which is required for an amendment to the Declaration shall not be permitted without the consent of each Holder of the Preferred Securities. In the event any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Preferred Securities or only the Common Securities, then only the affected 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 a Majority 66-2/3% in liquidation amount of such class of Trust Securities. (b) In the event the consent of the Institutional Trustee Property Trustee, as the holder of the Debentures Subordinated Debentures, the Preferred Securities Guarantee and the Common Securities Guarantee, is required under the Indenture with respect to any amendment, modification modification, waiver or termination of the Indenture or Indenture, the Subordinated Debentures, the Institutional Preferred Securities Guarantee or the Common Securities Guarantee, the Property Trustee shall request the written direction of the Holders of the Trust Securities with respect to such amendment, modification modification, waiver or termination and shall vote with respect to such amendment, modification, waiver or termination as directed by a Majority in liquidation amount of the Trust Securities voting together as a single class; providedPROVIDED, howeverHOWEVER, that where a consent under the Indenture would require a Super Majoritythe consent of all of the holders of the Subordinated Debentures, the Institutional Property Trustee may only give such consent at the direction of all of the Holders of at least the proportion Trust Securities; PROVIDED, FURTHER, that the Property Trustee shall not take any action in liquidation amount accordance with the directions of the Securities which the relevant Super Majority represents Holders of the aggregate principal amount Trust Securities under this Section 7(b) unless the Property Trustee has obtained, at the expense of the Debentures outstanding. (c) Notwithstanding Holders of the foregoingTrust Securities, no amendment or modification may be made a written opinion of a nationally recognized independent tax counsel experienced in such matters to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any the requirements under set out in Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides formay be amended from time to time by the Sponsor, or the Institutional TrusteeProperty Trustee and the Administrative Trustees, Sponsor or Administrators otherwise propose to effect, without the consent of the Holders (i) to cure any action ambiguity, correct or supplement any provisions in the Declaration that would adversely affect may be inconsistent with any other provisions, or to make any other provisions with respect to matters or questions arising under the powers, preferences or special rights Declaration which shall not be inconsistent with the other provisions of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation to modify, eliminate or add to any provisions of the TrustDeclaration to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any Securities are outstanding or to ensure that the Trust will not be required to register as an "Investment Company" under the Investment Company Act provided, other than as described however, that in each case such action shall not adversely -------- ------- affect the interests of any Holder. Any amendments of the Declaration pursuant to the immediately preceding sentence shall become effective when notice thereof is given to the Holders. Under the circumstances referred to in Section 7.1 12.1(c) of the Declaration, then the Declaration also may be amended by the Trustees and the Sponsor with (i) the consent of Holders of outstanding Securities, voting together as a single 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 representing a Majority in liquidation amount of the all outstanding Securities, affected thereby; provided, however, if any amendment or proposal referred and (ii) receipt by the Trustees of an Opinion of Counsel to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected class will be entitled to vote on effect that such amendment or proposal and the exercise of any power granted to the Trustees in accordance with such amendment or proposal shall will not be effective except with affect the approval of a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together Trust's status as a single class; provided, however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would (i) cause the Trust to be classified grantor trust for purposes of United States federal income taxation tax purposes or the Trust's exemption from status as other than a grantor trustan Investment Company under the Investment Company Act, provided that, without the consent of each Holder of -------- ---- Trust Securities, the Declaration may not be amended to (iii) reduce change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the powers amount of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is any Distribution required to be registered under the Investment Company Act. (d) Notwithstanding any provision made in respect of the Declaration, Trust Securities as of a specified date or (ii) restrict the right of any a Holder of the Capital Trust Securities to receive payment of distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equitydate.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Trust Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 of the Declaration, then the Holders of outstanding Trust Securities, voting together as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Trust Securities, affected therebyvoting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Trust Securities. (b) In the event the consent of the Institutional Property Trustee as the holder of the Debentures and the Guarantee is required under the Indenture with respect to any amendment, modification or termination of the Indenture Indenture, the Debentures or the DebenturesGuarantee, the Institutional Property Trustee shall request the written direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Trust Securities voting together as a single class; provided, however, that where a consent under the Indenture would require a Super Majoritythe consent of all of the holders of the Debentures, the Institutional Property Trustee may only give such consent at the direction of all of the Holders of at least the proportion Trust Securities; provided, further, that the Property Trustee shall not take any action in liquidation amount accordance with the directions of the Securities which the relevant Super Majority represents Holders of the aggregate principal amount Trust Securities under this Paragraph 7(b) unless the Property Trustee has obtained an opinion of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.1 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Trust Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.1 of the Declaration, then the Holders of outstanding Trust Securities, voting together as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Trust Securities, affected therebyvoting together as a single class; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Preferred Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Trust Securities. (b) In the event the consent of the Institutional Property Trustee as the holder of the Debentures Notes, the Preferred Securities Guarantee and the Common Securities Guarantee is required under the Indenture with respect to any amendment, modification or termination of the Indenture Indenture, the Notes, the Preferred Securities Guarantee, or the DebenturesCommon Securities Guarantee, the Institutional Property Trustee shall request the written direction of the Holders of the Trust Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Trust Securities voting together as a single class; provided, however, that where a consent under the Indenture would require a Super Majoritythe consent of all of the holders of the Notes, the Institutional Property Trustee may only give such consent at the direction of all of the Holders of at least the proportion Trust Securities; provided, further, that the Property Trustee shall not take any action in liquidation amount accordance with the directions of the Securities which the relevant Super Majority represents Holders of the aggregate principal amount Trust Securities under this Paragraph 7(b) unless the Property Trustee has obtained an opinion of the Debentures outstanding. (c) Notwithstanding the foregoing, no amendment or modification may be made tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.

Amendments to Declaration and Indenture. (a) In addition to any requirements under Section 11.1 12.01 of the Declaration, if any proposed amendment to the Declaration provides for, or the Institutional Trustee, Sponsor or Administrators Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the Declaration or otherwise, or (ii) the Liquidation dissolution, winding-up or termination of the Trust, other than as described in Section 7.1 8.01 of the Declaration, then the Holders of outstanding Securities, Securities voting together as a single class, will be entitled to vote on such amendment or proposal (but not on any other 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 Securities, Securities affected thereby; provided, however, if any amendment or proposal referred to in clause (i) above would adversely affect only the Capital Trust Preferred Securities or only the Common Securities, then only the affected 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 a Majority in liquidation amount of such class of Securities. (b) In the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal amount of the Debentures (a "Super Majority"), the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. (c; provided, further, that the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Securities under this Section 8(b) Notwithstanding the foregoing, no amendment or modification may be made unless each Trustee has obtained an opinion of tax counsel to the Declaration if such amendment or modification would (i) cause effect that for the Trust to be classified for purposes of United States federal income taxation tax the Trust will not be classified as other than a grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause the Trust to be deemed an Investment Company which is required to be registered under the Investment Company Act. (d) Notwithstanding any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of distributions and other payments upon redemption or otherwise, trust on or after their respective due dates, or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent account of such Holder. For the protection and enforcement of the foregoing provision, each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or equityaction.