Common use of Limitations on Voting Rights Clause in Contracts

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Junior Subordinated Notes are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Indenture Trustee, or exercise executing any trust or power conferred on the Property Indenture Trustee with respect to the such Junior Subordinated Notes, (ii) waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the Junior Subordinated Notes, where such consent shall be required, or to any other action, as holder of the Junior Subordinated Notes, under the Subordinated Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Preferred Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Junior Subordinated Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by pursuant to a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Indenture Trustee with respect to the Junior Subordinated Notes. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any other provision of this Trust Agreementthe foregoing actions, no amendment the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to this Trust Agreement may be made if, as a result of such amendment, it would cause the effect that the Trust to will not be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action.

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 6.01, Section 8.10 and in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against the Depositor or the Debenture Issuer to enforce the Property Trustee's rights under the Debentures or this Trust Agreement without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Debentures. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in majority of the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Trust Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Trust Securities, except by pursuant to a subsequent vote of the Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesTrust Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall will not cause the Trust to be taxable classified other than as a corporation or classified as other than a "grantor trust trust" for United States federal Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least majority in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. (d) The Holders of a Majority majority in Outstanding Liquidation Amount of the Preferred Securities. Notwithstanding Trust Securities shall have the right to direct the time, method and place of conducting any other provision proceeding for any remedy available to the Property Trustee in respect of this Trust Agreement or the Debentures or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; provided, no amendment however, that, subject to Section 8.01, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall, by a Responsible Officer or Officers of the Property Trustee, determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders not party to such direction, and provided further that nothing in this Trust Agreement may be made if, as a result shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposesdirection.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.2, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Preferred Securities; , provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Debenture Indenture, and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as joint venturers, partners or members of an association. (b) So long as any Notes Subordinated Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Indenture Trustee, or exercise executing any trust or power conferred on the Property Indenture Trustee with respect to the Notessuch Subordinated Debentures, (ii) consent to waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Debenture Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Subordinated Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Debenture Indenture or the NotesSubordinated Debentures, where such consent shall be required, or to any other action, as holder of the Subordinated Debentures, under the Subordinated Debenture Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Trust Preferred Securities; provided, however, that where a consent under the Subordinated Debenture Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Trust Preferred Securities. In addition to obtaining the foregoing approvals of the The Property Trustee shall notify all Holders of the Trust Preferred Securities, prior to taking Securities of any notice of default received from the foregoing actions, the Property Indenture Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters with respect to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposesSubordinated Debentures. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Trust Preferred Securities. . (d) Notwithstanding that holders of Trust Preferred Securities are entitled to vote under the circumstances described in Section 6.01(b) and 6.01(c), any other provision of this the Trust AgreementPreferred Securities that are owned (whether of record or beneficially) by the Corporation, no amendment to this Trust Agreement may be made ifthe Administrative Trustees or any Affiliate of the Corporation or any Administrative Trustee shall, as a result for purposes of such amendmentvote, it would cause the Trust to be taxable treated as a corporation or classified as other than a grantor trust for United States federal income tax purposesif they were not outstanding.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement herein and in the Indenture and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee The Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, Debenture Trustee or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that which may be waived under Section 5.13 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that an acceleration of the principal of all the Notes shall be due and payable Debentures or (iv) consent to any amendment, amendment or modification or termination of the Indenture or the NotesIndenture, where such consent shall be required, without, in each case, obtaining the prior approval consent of the Holders of at least a Majority majority in aggregate Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a such consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice received from the Debenture Trustee as a result of the Trust being the holder of the Debentures. In addition to obtaining the foregoing approvals consent of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action and will continue to be classified as other than a grantor trust for United States federal Federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up dissolution or termination liquidation of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement herein and in the Indenture and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee The Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, Debenture Trustee or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that which may be waived under Section 5.13 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that an acceleration of the principal of all the Notes shall be due and payable Debentures or (iv) consent to any amendment, amendment or modification or termination of the Indenture or the NotesIndenture, where such consent shall be required, without, in each case, obtaining the prior approval consent of the Holders of at least a Majority majority in aggregate Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a such consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice received from the Debenture Trustee as a result of the Trust being the holder of the Debentures. In addition to obtaining the foregoing approvals consent of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action and will continue to be classified as other than a grantor trust for United States federal Federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up termination or termination liquidation of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

Limitations on Voting Rights. (a) Except as expressly otherwise provided in this Trust Agreement Section 6.1, in Sections 5.13, 8.11 and 10.2 hereof and in the Indenture and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the Trust, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notes, such Debentures; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the all Outstanding Trust Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Trust Preferred Securities. The Property Trustee shall notify each Holder of the Outstanding Trust Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Holders of the Trust Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Section, in Section 8.10 or Section 10.03 of this Trust Agreement and Agreement, in the Indenture Subordinated Debenture Indenture, and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as joint venturers, partners or members of an association. (b) So long as any Notes Subordinated Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Indenture Trustee, or exercise executing any trust or power conferred on the Property Indenture Trustee with respect to the Notessuch Subordinated Debentures, (ii) consent to waive any past default that may be waived which is waivable under Section 5.13 513 of the Subordinated Debenture Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Subordinated Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Debenture Indenture or the NotesSubordinated Debentures, where such consent shall be required, or to any other action, as holder of the Subordinated Debentures, under the Subordinated Debenture Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Outstanding Trust Preferred Securities; provided, however, that where a consent under the Subordinated Debenture Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Subordinated Debentures affected thereby, no such consent shall be given by the Property Trustee Trustees without the prior written consent of each Holder of Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Trust Preferred Securities. In addition to obtaining the foregoing approvals of the The Property Trustee shall notify all Holders of the Trust Preferred Securities, prior to taking Securities of any notice of default received from the foregoing actions, the Property Indenture Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters with respect to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposesSubordinated Debentures. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66-2/3% in Liquidation Amount of the Outstanding Trust Preferred Securities. . (d) Notwithstanding that holders of Trust Preferred Securities are entitled to vote under the circumstances described in Section 6.01(b) and 6.01(c), any other provision of this the Trust AgreementPreferred Securities that are owned (whether of record or beneficially) by the Corporation, no amendment to this Trust Agreement may be made ifthe Administrative Trustees or any Affiliate of the Corporation or any Administrative Trustee shall, as a result for purposes of such amendmentvote, it would cause the Trust to be taxable treated as a corporation or classified as other than a grantor trust for United States federal income tax purposesif they were not outstanding.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waiveable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Preferred Securities; , provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.. 34 30

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, provided that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States U.S. federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States U.S. federal income tax purposes.

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

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

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

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

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement herein and in the Indenture and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee The Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, Debenture Trustee or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that which may be waived under Section 5.13 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that an acceleration of the principal of all the Notes shall be due and payable Debentures or (iv) consent to any amendment, amendment or modification or termination of the Indenture or the NotesIndenture, where such consent shall be required, without, in each case, obtaining the prior approval consent of the Holders of at least a Majority majority in aggregate Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a such consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of each Outstanding Preferred SecuritiesSecurity. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice received from the Debenture Trustee as a result of the Trust being the holder of the Debentures. In addition to obtaining the foregoing approvals consent of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action and will continue to be classified as other than a grantor trust for United States federal Federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up dissolution or termination liquidation of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States U.S. federal income tax purposes, notwithstanding the foregoing, any holder shall have the rights to change the Interest Payment Date described in Section 6(m) of the Purchase Agreement. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section , in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waiveable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Preferred all Outstanding Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Capital Securities, except by a subsequent vote of the Holders of Capital Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesCapital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Property Trustee Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel 35 30 experienced in such matters to the effect that such action shall not cause the Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Preferred Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

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

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 2.7, 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Indenture Trustee, or exercise executing any trust or power conferred on the Property Trustee with respect to the such Notes, (ii) waive any past default that may be waived which is waivable under Section 5.13 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the all Outstanding Preferred Securities; , provided, however, that where a consent under the Indenture would require the consent of each holder Holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Indenture Trustee with respect to the Notes. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States federal Federal income tax purposes. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States federal Federal income tax purposes.

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture Indenture, and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee shall not (i) direct the time, method and or place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise exercising any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. Subject to Section 8.3, the Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Preferred Securities, except as otherwise provided in Section 10.2(c). Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. The Holders of a majority in Liquidation Amount of the Preferred Securities at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred on the Property Trustee with respect to such Preferred Securities; provided, however, that, the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee being advised by Opinion of Counsel determines that the action so directed may not lawfully be taken, or if the Property Trustee in good faith shall determine that the proceedings so directed would be illegal or involve it in personal liability or be unduly prejudicial to the rights of Holders of Preferred Securities not parties to such direction, and provided further that nothing in the Trust Agreement shall impair the right of the Property Trustee to take any action deemed proper by the Property Trustee and which is not inconsistent with such direction by such Securityholders.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement herein and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a such consent or approval under the Indenture would require the consent or approval of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent or approval shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or partnership for United States federal income tax purposes on account of such action and will continue to be classified as other than a grantor trust for United States federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Debentures. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66-2/3% of the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder of Preferred Trust Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Trust Securities, except by pursuant to a subsequent vote of the Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesTrust Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66-2/3% in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Debentures. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder of Preferred Trust Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Trust Securities, except by pursuant to a subsequent vote of the Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesTrust Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Issuer Trust, the Property Trustee Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise execute any trust or power conferred on the Property Note Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Base Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be requiredrequired by the Holders of the Notes pursuant to the terms of the Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred SecuritiesNormal APEX and the Capital APEX then Outstanding, considered together as a single class; provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred SecuritiesNormal APEX and Capital APEX. The Property Trustee Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred SecuritiesNormal APEX and the Capital APEX, except by a subsequent vote of the Holders of the Preferred SecuritiesNormal APEX and the Capital APEX. The Property Trustee shall notify all Holders of the Normal APEX and the Capital APEX of any notice of default received with respect to the Notes. In addition to obtaining the foregoing approvals of the Holders of the Normal APEX and the Capital APEX, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes. (c) For so long as any Stock Purchase Contracts are outstanding, at the request of the Depositor the Property Trustee may consent to any amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, without having obtained the prior approval of the Holders of any Trust Preferred Securities to such amendment or modification, for the purposes of (i) evidencing the succession of another person to the Issuer Trust’s or the Property Trustee’s obligations thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii) evidencing and providing for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions thereof in the Prospectus, or (vi) making any other provisions with respect to such matters or questions, provided, however, that such action pursuant to this clause (vi) shall not adversely affect the interest of the Holders of Trust Preferred Securities of any Series in any material respect. At the request of the Depositor the Property Trustee may, with the consent of the Holders of not less than a Majority in Liquidation Amount of the Normal APEX and Stripped APEX then Outstanding, considered together as a single class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, except that, without obtaining the prior written consent of each Holder of Normal APEX and Capital APEX then Outstanding, the Issuer Trustees may not agree to any amendment or modification that would (A) change any payment dates for Contract Payments, (B) change the amount or type of Pledged Notes or Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive distributions on Pledged Notes or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the Pledged Notes or Pledged Treasury Securities, (C) change the place or currency or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts. (d) So long as any shares of Preferred Stock are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not waive any Preferred Stock Default without obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal APEX and the Stripped APEX then Outstanding, considered together as a single class. Additionally, in addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any amendment to the Certificate of Designation or the Depositor’s certificate of incorporation that would change the dates on which dividends are payable on the Preferred Stock or the amount of such dividends, without the prior written consent of each Holder of Normal APEX and Stripped APEX. In addition to obtaining the foregoing approvals of the Holders of Normal APEX and Stripped APEX, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements for United States federal Federal income tax purposes. (ce) If any proposed amendment to or modification of this Trust Agreement, the Trust Stock Purchase Contract Agreement or the Collateral Agreement provides for, or any of the Issuer Trustees otherwise propose proposes to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred SecuritiesSecurities of any Series in a manner that is different from the manner in which it would affect the Trust Preferred Securities of other Series, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms modification of this Trust Agreement, the Stock Purchase Contract Agreement or the Collateral Agreement or otherwise, then the Holders of the Outstanding Trust Preferred Securities as a class of such Series 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 Trust Preferred SecuritiesSecurities of such Series. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be classified as an association or publicly traded partnership taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements for United States federal Federal income tax purposes. (f) No amendment to or modification of any Transaction Document that adversely affects the rights, duties or immunities of the Securities Registrar, the Paying Agent, the Collateral Agent, the Securities Intermediary or the Custodial Agent shall be effective as against any such affected party without its consent. (g) The Property Trustee may request a vote or seek the consent of the Holders of the applicable series of APEX in connection with any matters on which it is permitted to exercise voting or other consensual rights with respect to the Notes pursuant to Section 7.01 of the Collateral Agreement.

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Preferred Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by pursuant to a subsequent vote of the Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees Trustee otherwise propose proposes to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3 in Liquidation Amount of the outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to would be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or classified as other than a grantor trust partnership for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Section 8.9 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) Subject to Section 8.2 hereof, if an Event of Default with respect to the Preferred Securities has occurred and been subsequently cured, waived or otherwise eliminated, the provisions of Section 6.1(b)(ii) hereof shall apply. During (x) the period commencing on the date of the occurrence of an Event of Default with respect to the Preferred Securities and ending on the date when such Event of Default is cured, waived or otherwise eliminated, or (y) any period not described in either the preceding sentence or the preceding clause (x), the provisions of Section 6.1(b)(i) shall apply. (i) The holders of a majority in aggregate liquidation amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (iA) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debe▇- ture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (iiB) waive any past default that may be waived which is waivable under Section 5.13 5.10 of the Indenture, (iiiC) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (ivD) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of all Outstanding Preferred Securities (except in the Preferred case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of record of the Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the DepositorSponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or classified as other than a grantor trust partnership for United States federal Federal income tax purposespurposes on account of such action. (ii) Subject to Section 8.2 of this Trust Agreement and only after the Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated the holders of a majority in aggregate liquidation amount of the Common Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debentures are held by the Property Trustee, the Trustees shall not (A) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures, (B) waive any past default which is waivable under Section 5.10 of the Indenture, (C) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all Common Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Common Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Common Securities, except by a subsequent vote of the Holders of the Common Securities. The Property Trustee shall notify all Holders of record of the Common Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Common Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) effect the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities Apex shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes shares of Preferred Stock are held by the Property Trustee on behalf of the Issuer Trust, the Property Trustee Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, Preferred Stock Default without obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Apex then Outstanding. Additionally, in addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any amendment to the Certificate of Designation or the Sponsor’s certificate of incorporation that would change the dates on which dividends are payable on the Preferred Securities; providedStock or the amount of such dividends, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred SecuritiesApex. In addition to obtaining the foregoing approvals of the Holders of the Preferred SecuritiesApex, prior to taking any of the foregoing actions, the Property Issuer Trustee shall, at the expense of the DepositorSponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or classified as other than a grantor trust for United States U.S. federal income tax purposes. (c) If any proposed No amendment to or modification of any Transaction Document that adversely affects the Trust Agreement provides forrights, duties or immunities of the Securities Registrar or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal Paying Agent shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding as against any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposesaffected party without its consent.

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

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

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Issuer Trust, the Property Trustee Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise execute any trust or power conferred on the Property Note Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 513 of the Base Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be requiredrequired by the Holders of the Notes pursuant to the terms of the Indenture, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred SecuritiesNormal PPS and the Capital PPS then Outstanding, considered together as a single class; provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred SecuritiesNormal PPS and Capital PPS. The Property Trustee Issuer Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred SecuritiesNormal PPS and the Capital PPS, except by a subsequent vote of the Holders of the Preferred SecuritiesNormal PPS and the Capital PPS. The Property Trustee shall notify all Holders of the Normal PPS and the Capital PPS of any notice of default received with respect to the Notes. In addition to obtaining the foregoing approvals of the Holders of the Normal PPS and the Capital PPS, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be treated as an association or a publicly traded partnership taxable as a corporation or as other than one or more grantor trusts or agency arrangements for United States Federal income tax purposes. (c) For so long as any Stock Purchase Contracts are outstanding, at the written request of the Depositor, the Issuer Trustees may consent to any amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, without having obtained the prior approval of the Holders of any Trust Preferred Securities to such amendment or modification, for the purposes of (i) evidencing the succession of another person to the Issuer Trust’s or the Property Trustee’s obligations thereunder, (ii) adding to the covenants therein for the benefit of the Issuer Trust or the Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii) evidencing and providing for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions thereof in the Prospectus, or (vi) making any other provisions with respect to such matters or questions; provided, however, that such action pursuant to this clause (vi) shall not adversely affect the interest of the Holders of Trust Preferred Securities of any Series in any material respect. At the request of the Depositor the Issuer Trustees shall be entitled to, with the consent of the Holders of not less than a Majority in Liquidation Amount of the Normal PPS and Stripped PPS then Outstanding, considered together as a single class, agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the Collateral Agreement, except that, without obtaining the prior written consent of each Holder of Normal PPS and Capital PPS then Outstanding, the Issuer Trustees may not agree to any amendment or modification that would (A) change any payment dates for Contract Payments, (B) change the amount or type of Pledged Notes or Pledged Treasury Securities required to be pledged under the Collateral Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive Distributions on Pledged Notes or Pledged Treasury Securities or otherwise adversely affect the Issuer Trust’s rights in or to the Pledged Notes or Pledged Treasury Securities, (C) change the place or currency of payment or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts. (d) So long as any shares of Preferred Stock are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not waive any Preferred Stock Default without obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal PPS and the Stripped PPS then Outstanding, considered together as a single class. Additionally, in addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any amendment to the Certificate of Designation or the Depositor’s certificate of incorporation that would change the dates on which dividends are payable on the Preferred Stock or the amount of such dividends, without the prior written consent of each Holder of Normal PPS and Stripped PPS. In addition to obtaining the foregoing approvals of the Holders of Normal PPS and Stripped PPS, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be classified as an association or a publicly traded partnership taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements for United States federal Federal income tax purposes. (ce) If any proposed amendment to or modification of this Trust Agreement, the Trust Stock Purchase Contract Agreement or the Collateral Agreement provides for, or any of the Issuer Trustees otherwise propose proposes to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred SecuritiesSecurities of any Series in a manner that is different from the manner in which it would affect the Trust Preferred Securities of other Series, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms modification of this Trust Agreement, the Stock Purchase Contract Agreement or the Collateral Agreement or otherwise, then the Holders of the Outstanding Trust Preferred Securities as a class of such Series 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 Trust Preferred SecuritiesSecurities of such Series. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be treated as an association or publicly traded partnership taxable as a corporation or classified as other than a one or more grantor trust trusts or agency arrangements for United States federal Federal income tax purposes. (f) No amendment to or modification of any Transaction Document that adversely affects the rights, duties or immunities of the Securities Registrar, the Paying Agent, the Collateral Agent, the Securities Intermediary or the Custodial Agent shall be effective as against any such affected party without its written consent. (g) The Property Trustee may, but shall not be obligated to, request a vote or seek the consent of the Holders of the applicable series of PPS in connection with any matters on which it is permitted to exercise voting or other consensual rights with respect to the Notes pursuant to Section 7.01 of the Collateral Agreement.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 6.1 and Sections 8.9 and 10.2, in the Indenture Indenture, in the Guarantee and as otherwise required by lawlaw or by the rules of any stock exchange on which the Preferred Securities are listed or admitted for trading, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (bi) The Declaration may be amended from time to time by the Depositor and the Trustees, without the consent of the Holders of the Preferred 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 matters or questions arising under the Declaration consistent with the other provisions of the Declaration, (ii) to modify, eliminate or add to any provision of the 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 grantor 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 1940 Act or (iii) to qualify or maintain the qualification of the Declaration under the Trust Indenture Act; provided, however, that in the case of clause (i), such action shall not adversely affect in any material respect the interests of any Holder of Trust Securities, and any amendments of the Declaration shall become effective when notice thereof is given to the Holders of Trust Securities. (ii) The Declaration may be amended by the Depositor and the Trustees with (A) the consent of Holders representing not less than a majority (based upon Liquidation Amounts) of the Outstanding Trust Securities, acting as a single class, and (B) receipt by the Trustees of an Opinion of Counsel having a national tax and securities practice (which opinion shall not have been rescinded) to the effect that such amendment or the exercise of any power granted to the 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 1940 Act; provided, however, that without the consent of each Holder of Trust Securities, the Declaration may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date or (ii) restrict the right of a Holder of Preferred Securities to institute suit for the enforcement of any such payment on or after such date; provided, further, that the voting rights of the Holders of the Common Securities may not be amended without the consent of Holders of a majority in Liquidation Amount of the Common Securities. (iii) Subject to Section 8.2 hereof: (A) if an Event of Default with respect to the Preferred Securities has occurred and been subsequently cured, waived or otherwise eliminated, the provisions of Section 6.1(b)(iii)(2) hereof shall apply; and (B) during (x) the period commencing on the date of the occurrence of an Event of Default with respect to the Preferred Securities and ending on the date when such Event of Default is cured, waived or otherwise eliminated, or (y) any period not described in either the preceding sentence or the preceding clause (x), the provisions of this Section 6.1(b)(iii)(1) shall apply. (1) The Holders of a majority in aggregate Liquidation Amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to direct the exercise of any trust or power conferred upon the Property Trustee under the Declaration, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures, but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below); provided that (x) such direction shall not be in conflict with any rule of law or with this Declaration; (y) the Property Trustee may take any other action deemed proper by the Property Trustee which is not inconsistent with such direction; and (z) subject to the provisions of Section 8.1, the Property Trustee shall have the right to decline to follow such direction if the Property Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Property Trustee, determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Property Trustee in personal liability. So long as any Notes Debentures are held by the Property Trustee on behalf of Trustee, the Trust, Administrative Trustees and the Property Trustee shall not (iA) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, Indenture Trustee or exercise executing any trust or power conferred on the Property Indenture Trustee with respect to the Notessuch Debentures, (iiB) waive any past default that may be waived is waivable under Section 5.13 of the Indenture, (iiiC) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (ivD) consent to any amendment, amendment modification or termination of the Indenture or the Notes, Debentures where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of all Outstanding Preferred Securities (except in the Preferred case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of all Outstanding Trust Securities, voting together as a single class); provided, however, that where the Indenture expressly provides that a consent under the Indenture thereunder would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Administrative Trustees and the Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, Securities except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify each Holder of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Administrative Trustees and the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (2) The Holders of a majority in aggregate Liquidation Amount of the Common Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to direct the exercise of any trust or power conferred upon the Property Trustee under the Declaration, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures, but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below); provided that (x) such direction shall not be in conflict with any rule of law or with this Declaration; (y) the Property Trustee may take any other action deemed proper by the Property Trustee which is not inconsistent with such direction; and (z) subject to the provisions of Section 8.1, the Property Trustee shall have the right to decline to follow such direction if the Property Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Property Trustee, determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Property Trustee in personal liability. So long as any Debentures are held by the Property Trustee, the Administrative Trustees and the Property Trustee shall not (A) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debentures, (B) waive any past default that is waivable under Section 5.13 of the Indenture, (C) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all Common Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of all Outstanding Trust Securities, voting together as a single class); provided, however, that where the Indenture expressly provides that a consent thereunder would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Common Securities. The Administrative Trustees and the Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Common Securities, except by a subsequent vote of the Holders of the Common Securities. The Property Trustee shall notify all Holders of record of the Common Securities of any notice of default received from the Indenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Common Securities, prior to taking any of the foregoing actions, the Administrative Trustees and the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation for United States federal income tax purposes on account of such action. (c) If any proposed amendment to of the Trust Agreement Declaration provides for, or the Administrative Trustees and the Property Trustee otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust AgreementDeclaration, then the Holders of Outstanding Preferred Securities Securities, as a class class, will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Property Trustee Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise execute any trust or power conferred on the Property Debenture Trustee with respect to the NotesDebentures, (ii) waive any past default that may be waived under Section 5.13 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Capital Securities, except by a subsequent vote of the Holders of the Preferred Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Property Trustee Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal or Puerto Rico income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal or Puerto Rico income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided herein, in this the Trust Agreement Guarantee and in the Indenture Indentures and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, Debenture Trustee or exercise executing any trust or power conferred on the Property Trustee with respect to the NotesDebentures, (ii) waive any past default that which may be waived under Section 5.13 6.04 of the IndentureIndentures, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be Debentures is due and payable or (iv) consent to any amendment, modification or termination of any of the Indenture or the NotesIndentures, where such consent shall be required, without, in each case, obtaining the prior approval written consent of the Holders of at least a Majority in Liquidation Amount Preference of the Outstanding Trust Preferred Securities; provided, however, that where a such consent under the applicable Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures issued thereunder affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preferred Securities, except by a subsequent vote of the Holders of the Trust Preferred Securities. The Property Trustee shall notify all Holders of the Trust Preferred Securities of any notice received from the Debenture Trustee as a result of the Trust being the holder of the Debentures. In addition to obtaining the foregoing approvals consent of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or partnership for United States federal income tax purposes on account of such action and will continue to be classified as other than a grantor trust for United States federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up dissolution or termination liquidation of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount Preference of the Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Preferred Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by pursuant to a subsequent vote of the Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-winding- up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3 in Liquidation Amount of the outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to would be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

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

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

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

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

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

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each such Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Indenture Trustee, or exercise executing any trust or power conferred on an the Property Indenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 6.04 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Indenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal Federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal Federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities may directly institute a proceeding for enforcement of payment to such Holder of principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation preference amount of the Preferred Trust Securities of such Holder on or after the due dates specified in the Debentures. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder of Preferred Trust Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Trust Securities, except by pursuant to a subsequent vote of the Preferred Trust Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesTrust Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Trust Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will be classified as a "grantor trust" and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Trust Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Trust Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3% in aggregate Liquidation Amount of the Outstanding Preferred Trust Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Sections 5.14, 8.10 and 10.3 and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 7.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the Preferred all Outstanding Capital Securities; provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Capital Securities, except by a subsequent vote of the Holders of Capital Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesCapital Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Property Trustee Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in Liquidation Amount of the Preferred Outstanding Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to fail to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; providedPROVIDED, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.03 and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority 66 2/3 in Liquidation Amount of the Preferred Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by pursuant to a subsequent vote of the Preferred Securities. The Property Trustees shall notify all Holders of the Preferred SecuritiesSecurities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be taxable as a corporation or classified as other than a "grantor trust trust" for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees Trustee otherwise propose proposes to effect, (i) any action that would materially adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3 in Liquidation Amount of the outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to would be taxable as a corporation or classified as other than a "grantor trust trust" for United States federal income tax purposes.

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

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement herein and in the Indenture and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee The Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, Indenture Trustee or exercise executing any trust or power conferred on the Property Indenture Trustee with respect to the such Notes, (ii) waive any past default that which may be waived under Section 5.13 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that an acceleration of the principal of all the Notes shall be due and payable or (iv) consent to any amendment, amendment or modification or termination of the Indenture or the NotesIndenture, where such consent shall be required, without, in each case, obtaining the prior approval consent of the Holders of at least a Majority majority in aggregate Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a such consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each the Holder of each Outstanding Preferred SecuritiesSecurity. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities. The Property Trustee shall notify all Holders of the Preferred SecuritiesSecurities of any notice received from the Indenture Trustee as a result of the Trust being the holder of the Notes. In addition to obtaining the foregoing approvals consent of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action and will continue to be classified as other than a grantor trust for United States federal Federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement Declaration provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement this Declaration or otherwise otherwise, or (ii) the dissolution, winding-up dissolution or termination liquidation of the Trust, other than pursuant to the terms of this Trust AgreementDeclaration, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided herein, in this the Trust Agreement Guarantee and in the Indenture Indentures and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, Debenture Trustee or exercise executing any trust or power conferred on the Property Trustee with respect to the NotesDebentures, (ii) waive any past default that which may be waived under Section 5.13 6.04 of the IndentureIndentures, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be Debentures is due and payable or (iv) consent to any amendment, modification or termination of any of the Indenture or the NotesIndentures, where such consent shall be required, without, in each case, obtaining the prior approval consent of the Holders of at least a Majority in Liquidation Amount Preference of the Outstanding Trust Preferred Securities; provided, however, that where a such consent under the -------- ------- applicable Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures issued thereunder affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preferred Securities, except by a subsequent vote of the Holders of the Trust Preferred Securities. The Property Trustee shall notify all Holders of the Trust Preferred Securities of any notice received from the Debenture Trustee as a result of the Trust being the holder of the Debentures. In addition to obtaining the foregoing approvals consent of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action and will continue to be classified as other than a grantor trust for United States federal Federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up dissolution or termination liquidation of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount Preference of the Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-winding up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the reasonable expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States U.S. federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Section 8.2 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) Subject to Section 8.2 hereof, if an Event of Default with respect to the Preferred Securities has occurred and been subsequently cured, waived or otherwise eliminated, the provisions of Section 6.1(b)(ii) hereof shall apply. During (x) the period commencing on the date of the occurrence of an Event of Default with respect to the Preferred Securities and ending on the date when such Event of Default is cured, waived or otherwise eliminated, or (y) any period not described in either the preceding sentence or the preceding clause (x), the provisions of Section 6.1(b)(i) shall apply. (i) The Holders of a majority in aggregate Liquidation Amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debt Securities but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Notes Debt Securities are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (iA) direct the time, method and place of conducting any proceeding for any remedy available to the Note Indenture Trustee, or exercise executing any trust or power conferred on the Property Indenture Trustee with respect to the Notessuch Debt Securities, (iiB) waive any past default that may be waived which is waivable under Section 5.13 513 of the Indenture, (iiiC) exercise any right to rescind or annul a declaration that the principal of all the Notes Debt Securities shall be due and payable or (ivD) consent to any amendment, modification or termination of the Indenture or the NotesDebt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of all Outstanding Preferred Securities (except in the Preferred case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of a majority in aggregate Liquidation Amount of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of record of the Preferred Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the DepositorSponsor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or classified as other than a grantor trust partnership for United States federal income tax purposespurposes on account of such action. (ii) Subject to Section 8.2 of this Trust Agreement and only after the Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated, the Holders of a majority in aggregate Liquidation Amount of the Common Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debt Securities but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debt Securities are held by the Property Trustee, the Trustees shall not (A) direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or executing any trust or power conferred on the Indenture Trustee with respect to such Debt Securities, (B) waive any past default which is waivable under Section 513 of the Indenture, (C) exercise any right to rescind or annul a declaration that the principal of all the Debt Securities shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debt Securities, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all Common Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of a majority in aggregate Liquidation Amount of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Debt Securities affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Common Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Common Securities, except by a subsequent vote of the Holders of the Common Securities. The Property Trustee shall notify all Holders of record of the Common Securities of any notice of default received from the Indenture Trustee with respect to the Debt Securities. In addition to obtaining the foregoing approvals of the Holders of the Common Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Sponsor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States federal income tax purposes on account of such action. (iii) The provisions of this Section 6.1(b) and Section 6.1(a) of this Trust Agreement shall be in lieu of Section 316(a)(1)(A) of the Trust Indenture Act, and such Section 316(a)(1)(A) is hereby expressly excluded from this Trust Agreement and the Preferred Securities, as permitted by the Trust Indenture Act. (c) If any proposed amendment to the this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section 6.1, in Sections 5.13, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder record holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notes, such Debentures; (ii) waive any past default that may be waived which is waivable under Section 5.13 Article VII of the Indenture, ; (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable payable; or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in Liquidation Amount of the all Outstanding Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Preferred Securities. The Property Trustee shall notify each Holder of the Outstanding Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposespurposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences preferences, privileges or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority 66 2/3 in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no No amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (d) If any Distributions payable on the Preferred Securities are in arrears for six quarterly periods, the Holders of the Preferred Securities, voting separately, as a class with any other Holders having similar voting rights, will be entitled to elect two directors to the Board of Directors of the Depositor at the next special or annual meeting of the shareholders of Depositor. Such voting rights continue until such time as the Distribution arrearage on the Preferred Securities has been paid in full.

Limitations on Voting Rights. (a) Except as expressly provided herein, in this the Trust Agreement Guarantee and in the Indenture Indentures and as otherwise required by law, no Holder of Preferred Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, Debenture Trustee or exercise executing any trust or power conferred on the Property Trustee with respect to the NotesDebentures, (ii) waive any past default that which may be waived under Section 5.13 6.04 of the IndentureIndentures, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be Debentures is due and payable or (iv) consent to any amendment, modification or termination of any of the Indenture or the NotesIndentures, where such consent shall be required, without, in each case, obtaining the prior approval consent of the Holders of at least a Majority in Liquidation Amount Preference of the Outstanding Trust Preferred Securities; provided, however, that where a such consent under the -------- ------- applicable Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures issued thereunder affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Outstanding Trust Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Trust Preferred Securities, except by a subsequent vote of the Holders of the Trust Preferred Securities. The Property Trustee shall notify all Holders of the Trust Preferred Securities of any notice received from the Debenture Trustee as a result of the Trust being the holder of the Debentures. In addition to obtaining the foregoing approvals consent of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or partnership for United States federal income tax purposes on account of such action and will continue to be classified as other than a grantor trust for United States federal income tax purposes. (c) If Subject to Section 10.02(c) hereof, if any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the this Trust Agreement or otherwise otherwise, or (ii) the dissolution, winding-up dissolution or termination liquidation of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount Preference of the Outstanding Trust Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement Section, in Section 8.2 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Security Holders from time to time as partners or members of an association. (b) Subject to Section 8.2 hereof, if an Event of Default with respect to the Preferred Securities has occurred and been subsequently cured, waived or otherwise eliminated, the provisions of Section 6.1(b)(ii) hereof shall apply. During the period commencing on the date of the occurrence of an Event of Default with respect to the Preferred Securities and ending on the date when such Event of Default is cured, waived or otherwise eliminated, the provisions of Section 6.1(b)(i) shall apply. (i) The Holders of a majority in aggregate Liquidation Amount of the Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). Furthermore, the Holders of a majority in aggregate Liquidation Amount of the Preferred Securities shall have the exclusive right to appoint, remove or replace the Property Trustee and the Delaware Trustee, subject to Article 8 of this Trust Agreement. So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (iA) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (iiB) waive any past default that may be waived which is waivable under Section 5.13 of the Indenture, (iiiC) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (ivD) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of all Outstanding Preferred Securities (except in the Preferred case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of a majority in aggregate Liquidation Amount of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of record of the Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to will not be classified as an association taxable as a corporation or classified as other than a grantor trust partnership for United States federal Federal income tax purposespurposes on account of such action. (ii) Subject to Section 8.2 of this Trust Agreement and only after the Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated the Holders of a majority in aggregate Liquidation Amount of the Common Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to exercise any trust or power conferred upon the Property Trustee under the Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Debentures but excluding the right to direct the Property Trustee to consent to an amendment, modification or termination of the Indenture (which shall be as provided below). So long as any Debentures are held by the Property Trustee, the Trustees shall not (A) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect to such Debentures, (B) waive any past default which is waivable under Section 5.13 of the Indenture, (C) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (D) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of a majority in aggregate Liquidation Amount of all Common Securities (except in the case of clause (D), which consent, in the event that no Event of Default shall occur and be continuing, shall be of the Holders of a majority in aggregate Liquidation Amount of all Trust Securities, voting together as a single class); provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Common Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Common Securities, except by a subsequent vote of the Holders of the Common Securities. The Property Trustee shall notify all Holders of record of the Common Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Common Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust will not be classified as an association taxable as a corporation or partnership for United States Federal income tax purposes on account of such action. (iii) The provisions of this Section 6.1(b) and Section 6.1(a) of this Trust Agreement shall be in lieu of Section 316(a)(1)(A) of the Trust Indenture Act, and such Section 316(a)(1)(A) is hereby expressly excluded from this Trust Agreement and the Preferred Securities, as permitted by the Trust Indenture Act. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) effect the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States U.S. federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and Section 6.01, in the Indenture Section 10.02 and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders Securityholders from time to time as partners or members of an association. If the Property Trustee fails to enforce its rights under the Debentures or this Trust Agreement, a Holder of Preferred Securities may institute a legal proceeding directly against the Depositor to enforce the Property Trustee's rights under the Debentures or this Trust Agreement, to the fullest extent permitted by law, without first instituting any legal proceeding against the Property Trustee or any other person. Notwithstanding the foregoing, a Holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such Holder directly of principal of or interest on the Debentures having a principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such Holder on or after the due dates specified in the Debentures. In connection with any such proceeding, the Depositor will be subrogated to the rights of any Holder of Preferred Securities to the extent of any payment made by the Depositor to such Holder. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the TrustTrustee, the Property Trustee Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise executing any trust or power conferred on the Property Debenture Trustee with respect to the Notessuch Debentures, (ii) waive any past default that may be waived which is waivable under Section 5.13 813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Subordinated Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in 66 2/3% of the aggregate Liquidation Amount of the Outstanding Preferred Securities; provided, however, that where a consent under the Subordinated Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property any Trustee without the prior written consent of each Holder holder of Preferred Securities. The Property Trustee Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by pursuant to a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

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

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes are held by the Property Trustee on behalf of the Trust, the Property Trustee shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Trustee, or exercise any trust or power conferred on the Property Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section 5.13 of the Indenture or waive compliance with any covenant or condition under Section 10.7 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Notes, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities; provided, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each such Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Property Trustee shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of if such amendment, it amendment would cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

Limitations on Voting Rights. (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Notes Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Property Trustee Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Note Debenture Trustee, or exercise execute any trust or power conferred on the Property Debenture Trustee with respect to the NotesDebentures, (ii) waive any past default that may be waived under Section 5.13 513 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Notes Debentures shall be due and payable payable, or (iv) consent to any amendment, modification or termination of the Indenture or the NotesDebentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Capital Securities; , provided, however, that where a consent under the Indenture would require the consent of each holder of Notes (or each Holder of Preferred Securities) Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Capital Securities, except by a subsequent vote of the Holders of the Preferred Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Capital Securities, prior to taking any of the foregoing actions, the Property Trustee Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal Federal or Puerto Rico income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Capital Securities, whether by way of amendment to the Trust Agreement or otherwise otherwise, or (ii) the dissolution, dissolution and winding-up or termination of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Preferred Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal Federal or Puerto Rico income tax purposes.

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

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

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

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

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

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