Common use of Mergers, Consolidations, Amalgamations or Replacements of the Trust Clause in Contracts

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not merge, consolidate, amalgamate with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may merge, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount Property Trustee, the Delaware Trustee or the holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, convert into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXSection 9.5 or Section 9.4. At The Trust may, at the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trusteeinto, the Trust may mergeconvert into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel rendered by independent counsel experienced in such matters to the effect that (a) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor (or its any permitted transferee successor or assignee) owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, convert into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person, except pursuant to this as described below or under Article IXVIII. At The Trust may, at the request of the Depositor, with the consent of the Administrative Trustees Trustee and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption liquidation and otherwiseredemption, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed with respect to hold the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anylisted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, amalgamation or replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, amalgamation or replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not merge, consolidate, amalgamate with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the any Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may merge, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeTrust Securities Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Junior Subordinated Debt Securities, (iii) the Successor Securities (if Capital Securities) are listed or traded, or any Successor Securities will be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical and limited to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as an association taxable as a corporation or as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any other Person, except pursuant to Section 9.04 and this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Junior Subordinated Debt Securities, (iii) the Successor Securities (if Preferred Securities) are listed or traded, or any Successor Securities will be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) or, if so rated, the Junior Subordinated Debt Securities, to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical and limited to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection IX.5. At the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Junior Debt Securities, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded or placed under surveillance or review by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (c) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust (or any successor entity) will continue to be classified as a grantor trust for United States Federal income tax purposes and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Junior Subordinated Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (viiv) such successor entity has a purpose substantially identical to that of the Trust, (viiv) the Successor Securities will be listed or traded on any national securities exchange or other organization on which the Preferred Securities may then be listed, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an "investment company company" under the Investment Company Act and (viiivii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXas described below. At The Trust may, at the request of the Depositor, with the consent of the Administrative Trustees Trustee and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anyquoted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded downgraded, placed under surveillance or review or withdrawn by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has and the Property Trustee have received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and the Trust (or the successor entity) will continue to be classified as a grantor trust for United States federal income tax purposes and (viii) the Depositor or its any permitted transferee successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to to, any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposespurposes or would cause each Holder of Trust Securities not to be treated as owning an undivided beneficial ownership interest in the Debentures.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; providedPROVIDED, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5 or, as applicable, Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; providedPROVIDED, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or convert into, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Trust Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, convert into, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any StateState (other than the State of Florida); provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Trust Preferred Securities or (b) substitutes for the Trust Preferred Trust Securities other securities having substantially the same terms as the Trust Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Trust Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Company Preferred Securities or the Notes, as the case may be, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not cause the Trust Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and 1940 Act, (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and TECO guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee; and (ix) the constituent trust and the successor entity maintain their principal executive offices outside the State of Florida. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Trust Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to Section 9.4 or this Article IXSection 9.5. At the request of the DepositorHolder of Common Securities, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (ia) such successor entity either (ai) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (bii) substitutes for the Preferred Trust Securities other securities having substantially the same material terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank have the same priority as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (iib) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, ; (iiic) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, ; (ivd) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, ; (ve) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the material rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (vif) such successor entity has a purpose substantially identical to that of the Trust, ; (viig) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor Property Trustee has received an Opinion of Counsel to the effect that (ai) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the material rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act 1940 Act; and (viiih) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as an association taxable as a corporation or as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respectrespect (other than with respect to any dilution of the Holder's interest in the new entity), and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act 1940 Act, and (c) following such merger, consolidation, amalgamation or replacement, the Trust or such successor entity will be treated as a grantor trust for United States Federal income tax purposes and (viii) the Depositor or its any permitted transferee owns successor or assignee owns, directly or indirectly, all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in aggregate Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person, except pursuant to this Article IXas described below. At The Trust may, at the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Notes, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anyquoted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded downgraded, placed under surveillance or review or withdrawn by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has and the Property Trustee have received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and the Trust (or the successor entity) will continue to be classified as a grantor trust for United States Federal income tax purposes and (viii) the Depositor or its any permitted transferee successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Declaration. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to to, any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposespurposes or would cause each Holder of Trust Securities not to be treated as owning an undivided beneficial ownership interest in the Notes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, respect and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not merge, consolidate, amalgamate with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may merge, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respectrespect (other than with respect to any dilution of the Holder's interest in the new entity), and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act 1940 Act, and (c) following such merger, consolidation, amalgamation or replacement, the Trust or such successor entity will be treated as a grantor trust for United States Federal income tax purposes and (viii) the Depositor or its any permitted transferee owns successor or assignee owns, directly or indirectly, all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in aggregate Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, convert into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXSection 9.5. At The Trust may, at the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trusteeinto, the Trust may mergeconvert into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the -------------------- Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel rendered by independent counsel experienced in such matters to the effect that (a) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor (or its any permitted transferee successor or assignee) owns all of the common securities of such successor entity and the Debenture Guarantor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, convert into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.purposes or cause any other material adverse tax consequences to the Holders of the Preferred Securities. Article X

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not merge, consolidate, amalgamate merge with or into, or consolidate, amalgamate, be replaced by, by or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXas described below. At The Trust may, at the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor SecuritiesSUCCESSOR SECURITIES") ), so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respectrespect (other than with respect to any dilution of the holders' interest in the new entity), (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the Trust (which may be counsel to the Depositor) having a national tax and securities law practice (which opinion shall not have been rescinded) to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, respect (other than with respect to any dilution of the holders' interest in the new entity) and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an "investment company 57 company" under the Investment Company Act 1940 Act, and (viii) the Depositor or its any permitted transferee successor or assignee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in aggregate Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would for United States federal income tax purposes cause (i) the holders of the Preferred Securities to recognize gain or loss or (ii) the Trust or the successor entity to be classified as other than an association taxable as a grantor trust for United States federal income tax purposescorporation.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to Section 9.4 or this Article IXSection 9.5. At the request of the DepositorHolder of Common Securities, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may merge, consolidate, amalgamate, merge with or into, consolidate, amalgamate or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, provided that (ia) such successor entity either (ai) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (bii) substitutes for the Preferred Trust Securities other securities having substantially the same material terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank have the same priority as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (iib) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, ; (iiic) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, ; (ivd) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, ; (ve) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the material rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (vif) such successor entity has a purpose substantially identical to that of the Trust, ; (viig) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor Property Trustee has received an Opinion of Counsel to the effect that (ai) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the material rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act 1940 Act; and (viiih) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as an association taxable as a corporation or as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; , provided, that (ia) such successor entity either (ai) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (bii) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (iib) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iiic) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (ivd) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ve) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vif) such successor entity has a purpose substantially identical to that of the Trust, (viig) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (ai) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viiih) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the DepositorSponsor, with the consent of the Administrative Regular Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware TrusteeHolders of the Preferred Securities, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Sponsor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Debt Securities, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respectrespect (other than with respect to any dilution of the Holder's interest in the new entity), (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease the Depositor Sponsor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respectrespect (other than with respect to any dilution of the Holder's interest in the new entity), and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act 1940 Act, and (c) following such merger, consolidation, amalgamation or replacement, the Trust or such successor entity will be treated as a grantor trust for United States federal income tax purposes and (viii) the Depositor Sponsor or its any permitted transferee owns successor or assignee owns, directly or indirectly, all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in aggregate Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or convert into, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, convert into, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following b)following such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, convert into, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the DepositorSponsor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Trust Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Trust Preferred Securities or (b) substitutes for the Trust Preferred Trust Securities other securities having substantially the same terms as the Trust Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Trust Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Sponsor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Junior Subordinated Notes, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease transaction does not cause the Trust Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (viv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease transaction does not adversely affect the rights, preferences and privileges of the holders Holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, (viv) such successor entity has a purpose purposes substantially identical to that of the Trust, (viivi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or leasetransaction, the Depositor has Sponsor and the Property Trustee have received an Opinion of Counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease transaction does not adversely affect the rights, preferences and privileges of the holders Holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or leasetransaction, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viiic) such transaction will not cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes, and (vii) the Depositor Sponsor or its permitted transferee successor or assignee owns all of the trust common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Trust Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease transaction would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or be converted to, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or be converted to, or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Subordinated Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacementconversion, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (viiv) such successor entity has a purpose substantially identical to that of the Trust, (viiv) the Successor Securities will be listed or traded on any national securities exchange or other organization on which the Preferred Securities may then be listed, (vi) prior to such merger, consolidation, amalgamation, replacement, conversion, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conversion, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conversion, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an "investment company company" under the Investment Company Act and (viiivii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by by, or be converted to or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer replacement or lease conversion would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, convert into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXSection 9.05. At The Trust may, at the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trusteeinto, the Trust may mergeconvert into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (ia) such successor entity either (ai) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (bii) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (iib) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iiic) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (ivd) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (ve) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vif) such successor entity has a purpose substantially identical to that of the Trust, (viig) prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel rendered by independent counsel experienced in such matters to the effect that (ai) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (bii) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viiih) the Depositor (or its any permitted transferee successor or assignee) owns all of the common securities of such successor entity and the Debenture Guarantor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, convert into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposespurposes or cause any other material adverse tax consequences to the Holders of the Preferred Securities.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection IX.5. At the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Junior Debt Securities, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded or placed under surveillance or review by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (c) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust (or any successor entity) will continue to be classified as a grantor trust for United States Federal income tax purposes and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities Securities; or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, ; (iii) the Successor Securities are listed or traded, or any Successor Securities will shall be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, ; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (vi) such successor entity has a purpose substantially identical to that of the Trust, (viiv) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, ; and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an "investment company company" under the Investment Company Act Act; and (viiivi) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, not consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will shall be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organizationorganization as such term is defined by the Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware TrusteeHolders of the Preferred Securities, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such any successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% of the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Notes, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such any successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% of the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) 9.6. expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respectrespect (other than with respect to any dilution of the Holder's interest in the new entity), and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act 1940 Act, and (c) following such merger, consolidation, amalgamation or replacement, the Trust or such successor entity will be treated as a grantor trust for United States Federal income tax purposes and (viii) the Depositor or its any permitted transferee owns successor or assignee owns, directly or indirectly, all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in aggregate Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities Securities, the Property Trustee and the Delaware Trustee; or (b) subject to clause (vi), below substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, ; (iii) the Successor Securities are listed listed, quoted or traded, or any Successor Securities will shall be listed listed, quoted or traded upon notification of issuance, in, on or by any national securities exchange or other organization in, on or by which the Preferred Trust Securities are then listed or tradedlisted, if any, ; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause and the Preferred Trust terms of such Successor Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does do not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (viv) such successor entity has a purpose substantially identical to that of the Trust, ; (viivi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel (reasonably satisfactory to the Property Trustee) to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an investment company under the Investment Company Act Act; and (viiivii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee, the Debentures, this Trust Agreement and the Expense Agreement. For purposes of this Section 9.05, any such consolidation, merger, sale, conveyance, transfer or other disposition as a result of which (a) the Company is not the surviving Person, and (b) the same Person is not both (i) the primary obligor in respect of the Debentures and (ii) the Guarantor under the Guarantee, shall be deemed to constitute a replacement of the Trust by a successor entity subject to this Section 9.05; provided further that, notwithstanding the foregoing, if upon the consummation of such a consolidation, merger, sale, conveyance, transfer or other disposition involving the Company, the parent company (if any) of the Company, or such parent company’s successor, is a bank holding company or financial holding company or comparably regulated financial institution, such parent company shall guarantee the obligations of the Trust and the Company (and any successor thereto) under the Preferred Securities (including any Successor Securities) at least to the extent provided by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion opinion of Counsel counsel from independent counsel to the Trust experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed or traded upon notification of issuance, on the Nasdaq National Market or any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (viv) such successor entity has a purpose substantially identical to that of the Trust, (viivi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an "investment company company" under the Investment Company Act and (viiivii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee, the Debentures, the Indenture, this Trust Agreement, and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will shall be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion opinion of Counsel counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor or assignee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteePreferred Securities Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 10.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (ia) such successor entity either (ai) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities Securities; or (bii) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (iib) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, ; (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (vc) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (vid) such successor entity has a purpose substantially identical to that of the Trust, ; (viie) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (ai) such merger, merger consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; and (bii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an “investment company company” under the Investment Company Act Act; and (viiif) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee, the Debentures, this Trust Agreement and the Expense Agreement. For purposes of this Section 10.05, any such consolidation, merger, sale, conveyance, transfer or other disposition as a result of which (a) the Company is not the surviving Person, and (b) the same Person is not both (i) the primary obligor in respect of the Debentures and (ii) the Guarantor under the Preferred Securities Guarantee shall be deemed to constitute a replacement of the Trust by a successor entity; provided further that, notwithstanding the foregoing, in the event that upon the consummation of such a consolidation, merger, sale, conveyance, transfer or other disposition, the parent company (if any) of the Company, or its successor, is a bank holding company or financial holding company or comparably regulated financial institution, such parent company shall guarantee the obligations of the Trust (and any successor thereto) under the Preferred Securities (including any Successor Securities) at least to the extent provided by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of the Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.. 50

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware TrusteeHolders of the Preferred Securities, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such any successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% of the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, convert into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXSection 9.5 or Section 9.4. At The Trust may, at the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trusteeinto, the Trust may mergeconvert into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel rendered by independent counsel experienced in such matters to the effect that (a) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor (or its any permitted transferee successor or assignee) owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, convert into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposespurposes or cause any other material adverse tax consequences to the Holders of the Preferred Securities.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, provided that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly acknowledges that a trustee of such successor entity possessing substantially possesses the same powers and duties as the Property Trustee is appointed to hold Trustee, in its capacity as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other with another organization on which the Preferred Trust Securities are then listed or traded, if anyquoted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, other than in connection with any dilution of such Holders’ interest in the new entity, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and other than in connection with any dilution of such Holders’ interest in the new entity, (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (c) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust or such successor entity will continue to be classified as a grantor trust for United States federal income tax purposes, and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposesGuarantee.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IX. At the request of the Depositor, and with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in aggregate Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in aggregate Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be taxable as a corporation or to be classified as other than a grantor trust for United States federal income tax purposes. An Administrative Trustee shall furnish the Delaware Trustee at least five Business Days prior written notice of the consummation of any merger, consolidation, amalgamation or replacement; provided that failure to provide such notice shall not affect the validity of any such transaction.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 905. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (ia) such successor entity either (ai) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities Securities; or (bii) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (iib) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debentures, holder of the Debt Securities; (iiic) the Successor Securities are listed or traded, or any Successor Securities will shall be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, ; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (vd) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (vie) such successor entity has a purpose substantially identical to that of the Trust, ; (viif) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (ai) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; and (bii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an “investment company company” under the Investment Company Act Act; and (viiig) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee, the Debt Securities, this Trust Agreement and the Expense Agreement. For purposes of this Section 905, any such consolidation, merger, sale, conveyance, transfer or other disposition as a result of which (a) the Depositor is not the surviving Person, and (b) the same Person is not both (i) the primary obligor in respect of the Debt Securities and (ii) the Guarantor under that certain Preferred Securities Guarantee Agreement of even date herewith (the “Guarantee”) between the Depositor and The Bank of New York, as trustee, shall be deemed to constitute a replacement of the Trust by a successor entity. Notwithstanding the foregoing, the Trust shall not, except with the consent of the Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXas described below. At The Trust may, at the request of the Depositor, with the consent of the Administrative Trustees Trustee and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption liquidation and otherwiseredemption, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed with respect to hold the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anylisted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, amalgamation or replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, amalgamation or replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount Property Trustee, the Delaware Trustee or the holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 905. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities Securities; or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, ; (iii) the Successor Securities are listed or traded, or any Successor Securities will shall be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, ; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (viv) such successor entity has a purpose substantially identical to that of the Trust, ; (viivi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an investment company under the Investment Company Act Act; and (viiivii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee, the Debentures, this Trust Agreement and the Expense Agreement. For purposes of this Section 905, any such consolidation, merger, sale, conveyance, transfer or other disposition as a result of which (a) the Company is not the surviving Person, and (b) the same Person is not both (i) the primary obligor in respect of the Debentures and (ii) the Guarantor under that certain Preferred Securities Guarantee Agreement of even date herewith (the Guarantee) between the Company and Bankers Trust Company, shall be deemed to constitute a replacement of the Trust by a successor entity; provided further that, notwithstanding the foregoing, in the event that upon the consummation of such a consolidation, merger, sale, conveyance, transfer or other disposition, the parent company (if any) of the Company, or its successor, is a bank holding company or financial holding company or comparably regulated financial institution, such parent company shall guarantee the obligations of the Trust (and any successor thereto) under the Preferred Securities (including any Successor Securities) at least to the extent provided by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, convert into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXSection 9.5 or Section 9.4. At The Trust may, at the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trusteeinto, the Trust may mergeconvert into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank -------------------- the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel rendered by independent counsel experienced in such matters to the effect that (a) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor (or its any permitted transferee successor or assignee) owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, convert into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.. Arcticle X MISCELLANEOUS PROVISIONS

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) 9.6. expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respectrespect (other than with respect to any dilution of the Holder's interest in the new entity), and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act 1940 Act, and (c) following such merger, consolidation, amalgamation or replacement, the Trust or such successor entity will be treated as a grantor trust for United States Federal income tax purposes and (viii) the Depositor or its any permitted transferee owns successor or assignee owns, directly or indirectly, all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in aggregate Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and but without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will (subject to applicable principles of federal securities laws) be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respectrespect (other than with respect to a dilution of such Holder's interest in the new entity), (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel opinion from independent counsel to the Trust to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Capital Securities (including any Successor Securities) in any material respectrespect (other than with respect to a dilution of such Holder's interest in the new entity), and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.such

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes. See Prospectus description.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or convert into, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Trust Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, convert into, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any StateState (other than the State of Florida); provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Trust Preferred Securities or (b) substitutes for the Trust Preferred Trust Securities other securities having substantially the same terms as the Trust Preferred Trust Securities (the "Successor SecuritiesSUCCESSOR SECURITIES") so long as the Successor Securities rank the same as the Trust Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Company Preferred Securities, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.on

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or convert into, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Trust Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, convert into, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any StateState (other than the State of Florida); provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Trust Preferred Securities or (b) substitutes for the Trust Preferred Trust Securities other securities having substantially the same terms as the Trust Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Trust Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and 41 46 otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Company Preferred Securities or the Notes, as the case may be, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not cause the Trust Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and 1940 Act, (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and TECO guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee; and (ix) the constituent trust and the successor entity maintain their principal executive offices outside the State of Florida. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Trust Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any other PersonPerson except as described below or under Article VIII. The Trust may, except pursuant to this Article IX. At at the request of the Depositor, with the consent of the Administrative Trustees Trustee and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption liquidation and otherwiseredemption, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed with respect to hold the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anylisted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, amalgamation or replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, amalgamation or replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXSection 9.5. At the request of the DepositorHolder of the Common Securities, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority Majority in Liquidation Amount of the Preferred Trust Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Trust Capital Securities other securities having substantially the same terms as the Preferred Trust Capital Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Holders of a majority (based on Liquidation Amounts) of Capital Securities appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Capital Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has and the Property Trustee have received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Capital Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to to, any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be taxable as a corporation or classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not merge, consolidate, amalgamate with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may merge, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity entity, possessing substantially the same powers and duties as the Property Trustee is appointed to hold Trustee, as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (viv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (viv) such successor entity has a purpose substantially identical to that of the Trust, (viivi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, respect (other than with respect to any dilution of the Holder's interest in the new entity) and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an "investment company company" under the Investment Company Act 1940 Act, and (viiivii) the Depositor or its any permitted transferee successor or assignee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in aggregate Liquidation Preference of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not merge, consolidate, amalgamate with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may merge, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold the DebenturesSubordinated Notes, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware TrusteeHolders of the Preferred Securities, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) if the Trust is not the survivor, (a) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities and rank in priority with respect to distributions Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.,

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities Securities; or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, ; (iii) the Successor Securities are listed or traded, or any Successor Securities will shall be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, ; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (vi) such successor entity has a purpose substantially identical to that of the Trust, (viiv) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, ; and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an "investment company company" under the Investment Company Act Act; and (viiivi) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXas described below. At The Trust may, at the request of the DepositorSponsor, with the consent of the Administrative Trustees Delaware Trustee and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption and otherwise, (ii) the Sponsor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Trust Debt Securities, (iii) such of the Successor Securities that correspond to the Preferred Trust Securities (the “Preferred Successor Securities”) are listed or tradedlisted, or any Preferred Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anyquoted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Preferred Successor Securities) to be downgraded downgraded, placed under surveillance or review or withdrawn by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has Sponsor and the Property Trustee have received an Opinion of Counsel Counsel, which shall be nationally recognized independent counsel experienced in such matters, to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and the Trust (or the successor entity) will continue to be classified as a grantor trust for United States federal income tax purposes and (viii) the Depositor Sponsor or its any permitted transferee successor assignee owns all of the common trust securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to to, any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposespurposes or would cause each Holder of Trust Securities not to be treated as owning an undivided beneficial ownership interest in the Trust Debt Securities.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXas described below. At The Trust may, at the request of the Depositor, with the consent of the Administrative Trustees Trustee and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption dissolution and otherwiseredemption, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anylisted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, amalgamation or replacement, conveyance, transfer or lease, the Depositor has and the Property Trustee have received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer amalgamation or lease replacement does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, amalgamation or replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its any permitted transferee successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, convert into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXSection 9.5 or Section 9.4. At The Trust may, at the request of ----------- ----------- the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trusteeinto, the Trust may mergeconvert into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor -------- ---- entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel rendered by independent counsel experienced in such matters to the effect that (a) such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, conversion, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor (or its any permitted transferee successor or assignee) owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, convert into, or replace it if such consolidation, amalgamation, merger, conversion, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, lease the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 9.05. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any Statestate; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Junior Subordinated Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, (viiv) such successor entity has a purpose substantially identical to that of the Trust, (viiv) the Successor Securities will be listed or traded on any national securities exchange or other organization on which the Preferred Securities may then be listed, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.the

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXas described below. At The Trust may, at the request of the Depositor, with the consent of the Administrative Trustees Trustee and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anyquoted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded downgraded, placed under surveillance or review or withdrawn by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has and the Property Trustee have received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and the Trust (or the successor entity) will continue to be classified as a grantor trust for United States federal income tax purposes and (viii) the Depositor or its any permitted transferee successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to to, any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposespurposes or would cause each Holder of Trust Securities not to be treated as owning an undivided beneficial ownership interest in the Debentures.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IXSection 905. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (ia) such successor entity either (ai) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities Securities; or (bii) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, ; (iib) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, ; (iiic) the Successor Securities are listed or traded, or any Successor Securities will shall be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or tradedlisted, if any, ; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (vd) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; (vie) such successor entity has a purpose substantially identical to that of the Trust, ; (viif) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (ai) such merger, merger consolidation, amalgamation, replacement, conveyance, transfer or lease does leasedoes not adversely affect the rightsrrights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, ; and (bii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will shall be required to register as an "investment company company" under the Investment Company Act Act; and (viiig) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee, the Debentures, this Trust Agreement and the Expense Agreement. For purposes of this Section 905, any such consolidation, merger, sale, conveyance, transfer or other disposition as a result of which (a) the Company is not the surviving Person, and (b) the same Person is not both (i) the primary obligor in respect of the Debentures and (ii) the Guarantor under the Preferred Securities Guarantee shall be deemed to constitute a replacement of the Trust by a successor entity; provided further that, notwithstanding the foregoing, in the event that upon the consummation of such a consolidation, merger, sale, conveyance, transfer or other disposition, the parent company (if any) of the Company, or its successor, is a bank holding company or financial holding company or comparably regulated financial institution, such parent company shall guarantee the obligations of the Trust (and any successor thereto) under the Preferred Securities (including any Successor Securities) at least to the extent provided by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of the Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer merger or lease replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount Property Trustee, the Delaware Trustee or the holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.. ARTICLE X

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other Personentity, except pursuant to this Article IXas described below. At The Trust may, at the request of the Depositor, with the consent of the Administrative Trustees Delaware Trustee and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee merge with or the Delaware Trustee, the Trust may mergeinto, consolidate, amalgamate, with or into, or be replaced by or conveyby, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Trust Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions the payment of Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Trust Debt Securities, (iii) the Successor Securities are listed or tradedlisted, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if anyquoted, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded downgraded, placed under surveillance or review or withdrawn by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has and the Property Trustee have received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Trust Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and the Trust (or the successor entity) will continue to be classified as a grantor trust for United States federal income tax purposes and (viii) the Depositor or its any permitted transferee successor assignee owns all of the common trust securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of all the Preferred Trust Securities, consolidate, amalgamate or merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to to, any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity not to be classified as other than a grantor trust for United States federal Federal income tax purposespurposes or would cause each Holder of Trust Securities not to be treated as owning an undivided beneficial ownership interest in the Trust Debt Securities.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Personbody, except pursuant to this Article IXSection 9.5. At the request of the Depositor, with the consent of only the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount Property Trustee, Delaware Trustee or the holders of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person entity or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.. 64 ARTICLE X

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or intoamalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IX. At the request of the DepositorHolder of the Common Securities, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all the Outstanding Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity Person to be classified as an association taxable as a corporation or as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or convert into, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Trust Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, convert into, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any StateState (other than the State of Florida); provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Trust Preferred Securities or (b) substitutes for the Trust Preferred Trust Securities other securities having substantially the same terms as the Trust Preferred Trust Securities (the "Successor Securities") so as long as the Successor Securities rank the same as the Trust Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the Debenturesholder of the Company Preferred Securities or the Notes, as the case may be, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not cause the Trust Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Trust Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act and 1940 Act, (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and TECO guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee; and (ix) the constituent trust and the successor entity maintain their principal executive offices outside the State of Florida. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Trust Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not mergemerge with or into, consolidate, amalgamate with or convert into, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any other Person, except pursuant to this Article IXSection 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of at least a majority in Liquidation Amount of the Preferred Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may mergemerge with or into, consolidate, convert into, amalgamate, with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Trust Securities other securities having substantially the same terms as the Preferred Trust Securities (the "“Successor Securities"”) so long as the Successor Securities rank the same as the Preferred Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee is appointed to hold as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Trust Securities are then listed or traded, if any, (iv) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Trust Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, conversion, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company 1940 Act and (viii) the Depositor or its permitted transferee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the guaranteeGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of all 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate or amalgamate, merge with or into, convert into or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person entity to consolidate, amalgamate or amalgamate, merge with or into, or replace it if such consolidation, conversion, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal Federal income tax purposes.