PREFERENCE, TAXATION, VOTING RIGHTS, AND LIQUIDITY OF YOUR SECURITIES WOULD BE NEGATIVELY IMPACTED.

The returns from your investment in the Class C preferred securities will be dependent to a significant extent on the performance and capital of the Bank. A decline in the performance and capital levels of the Bank or the placement of the Bank into conservatorship or receivership could result in the exchange, if so directed by the OCC, of your Class C preferred securities for Bank Class C preferred securities, without your approval or any action on your part. This would represent an investment in the Bank and not in us. Under these circumstances, there would likely be a significant loss associated with your investment.

- IT IS UNLIKELY THAT YOU WILL RECEIVE DIVIDENDS ON THE BANK CLASS C PREFERRED SECURITIES IMMEDIATELY AFTER A CONDITIONAL EXCHANGE. You would become a preferred shareholder of the Bank at a time when the Bank's financial condition has deteriorated or when the Bank has been placed into conservatorship or receivership and, accordingly, it is unlikely that the Bank would be in a financial position to make any dividend payments on the Bank preferred securities.

- OTHERS MAY HAVE LIQUIDATION CLAIMS AGAINST THE BANK WHICH ARE SENIOR TO THOSE OF THE HOLDERS OF THE BANK CLASS C PREFERRED SECURITIES RESULTING IN THE RECEIPT BY SUCH HOLDERS OF SUBSTANTIALLY LESS THAN SUCH HOLDERS' INITIAL INVESTMENT. In the event of a liquidation of the Bank, the claims of depositors and creditors of the Bank would be entitled to priority in payment over the claims of holders of equity interests such as the Bank Class C preferred securities, and, therefore, you likely would receive substantially less than you would have received had the Class C preferred securities not been exchanged for Bank Class C preferred securities. In addition, claims of the Bank Class D preferred securities would be treated on an equal basis with the claims of the holders of the Bank Class C preferred securities. As a result, you would share any amounts available for distribution on a pro rate basis with the holders of the Bank Class D preferred securities.

- YOU MAY HAVE ADVERSE TAX CONSEQUENCES AS A RESULT OF THE CONDITIONAL EXCHANGE. The exchange of the Class C preferred securities for Bank Class C preferred securities would most likely be a taxable event to you under the Internal Revenue Code and, in that event, you would incur a gain or loss, as the case may be, measured by the difference between your basis in the Class C preferred securities and the fair market value of the Bank Class C preferred securities received in the exchange.

- BANK CLASS C PREFERRED SECURITIES HAVE NO VOTING RIGHTS AND WILL NOT BE LISTED ON ANY EXCHANGE. Although the terms of the Bank Class C preferred securities are substantially similar to the terms of our Class C preferred securities, there are differences that you might deem to be important, such as the Bank Class C preferred securities do not have any voting rights or any right to elect independent directors if dividends are missed. In addition, the Bank Class C preferred securities will not be listed on the Nasdaq National Market or any exchange and a market for them may never develop.

BANK REGULATORS MAY LIMIT OUR ABILITY TO IMPLEMENT OUR BUSINESS PLAN AND MAY RESTRICT OUR ABILITY TO PAY DIVIDENDS.

Because we are an indirect subsidiary of the Bank, regulatory authorities will have the right to examine us and our activities and, under certain circumstances, to impose restrictions on the Bank or us which could impact our ability to conduct business pursuant to our business plan and which could adversely effect our financial condition and results of operations.

- If the OCC, which is the Bank's primary regulator, determines that the Bank's relationship with us results in an unsafe and unsound banking practice, the Bank's regulators have the authority to:
- restrict our ability to transfer assets,
- restrict our ability to make distributions to our shareholders, including dividends to holders of the Class C preferred securities,
- restrict our ability to redeem our preferred securities, or
- require the Bank to sever its relationship with us or divest its ownership of us.

Certain of these actions by the OCC would likely result in our failure to qualify as a REIT.

- Payment of dividends on the Class C preferred securities could also be subject to regulatory limitations if the Bank becomes "undercapitalized" for purposes of regulations issued by the OCC. Under these regulations, the Bank will be deemed "undercapitalized" if it has a total risk-based capital ratio of less than 8.0%; a Tier 1 risk-based capital ratio of less than 4.0%; and a leverage ratio of less than 4.0% or less than 3% if the institution has been awarded the highest supervisory rating. At June 30, 2001, the Bank's total risk-based capital ratio was 10.57%, its Tier 1 risk-based capital ratio was 6.65%, and its leverage ratio was 6.64%. The Bank currently intends to maintain its capital ratios in excess of the "well-capitalized" levels under these regulations. However, there can be no assurance that the Bank will be able to maintain its capital in excess of the "well-capitalized" levels. The exercise of the OCC's power to restrict dividends on our Class C preferred securities would, however, also have the effect of restricting the payment of dividends on our common shares and other classes of preferred securities. The inability to pay dividends on our common shares would prevent us from meeting the statutory requirement for a REIT to distribute 90 percent of its taxable income and, therefore, would cause us to fail to qualify for the favorable tax treatment accorded to REITs.

If we had to be treated for tax purposes in the same manner as the other consolidated subsidiaries of the Bank rather than as a REIT, our loss of tax benefits would be directly and immediately felt by the Bank. In addition, because we hold a substantial part of the Bank's mortgage assets and our dividend flow is a substantial part of the Bank's total income, our inability to transmit resources to the Bank by means of dividends would deprive the Bank of liquidity necessary for the efficient and profitable management of its loan and investment portfolios, thus adversely affecting the Bank's financial condition.

- Legal and regulatory limitations on the payment of dividends by the Bank could also affect our ability to pay dividends to unaffiliated third parties, including the holders of our Class C preferred securities. Regulatory approval is required prior to the Bank's declaration of any dividends in excess of available retained earnings. The amount of dividends that may be declared without regulatory approval is further limited to the sum of net income for the current year and retained net income for the preceding two years, less any required transfers to surplus or common stock. The Bank could, without regulatory approval, declare dividends in 2001 of approximately $278.9 million plus an additional amount equal to its net income through the date of declaration in 2001. We are members of the Bank's consolidated group. Thus, payment of common and preferred dividends by the Bank and/or any member of its consolidated group to unaffiliated third parties, including our payment of dividends to the holders of our Class C preferred securities, would require regulatory approval if aggregate dividends on a consolidated basis exceed these limitations.

DIVIDENDS ARE NOT CUMULATIVE AND YOU ARE NOT ENTITLED TO RECEIVE DIVIDENDS UNLESS DECLARED BY OUR BOARD OF DIRECTORS.

Dividends on the Class C preferred securities are not cumulative. Consequently, if our board of directors does not declare a dividend on the Class C preferred securities for any quarterly period, including if prevented by bank regulators, you will not be entitled to receive that dividend whether or not funds are or subsequently become available. Our board of directors may determine that it would be in our best interests to pay less than the full amount of the stated dividends on the Class C preferred securities or no dividends for any quarter even though funds are available. Factors that would generally be considered by our board of directors in making this determination are the amount of our distributable funds, our financial condition and capital needs, the impact of current and pending

legislation and regulations, economic conditions, tax considerations, and our continued qualification as a REIT. If full dividends on the Class C preferred securities and any Parity Stock have not been paid for six full dividend periods, the holders of the Class C preferred securities, voting together as a class with the holders of other Parity Stock with the same voting rights, will have the right to elect two independent directors in addition to those already on the board.

WE ARE DEPENDENT IN VIRTUALLY EVERY PHASE OF OUR OPERATIONS ON THE DILIGENCE AND SKILL OF THE OFFICERS AND EMPLOYEES OF THE BANK, AND OUR RELATIONSHIP WITH THE BANK MAY CREATE POTENTIAL CONFLICTS OF INTEREST.

The Bank is involved in virtually every aspect of our existence. All of our officers and all of our current directors are also officers and directors of the Bank or its affiliates. We estimate that our common officers with the Bank devote less than 5% of their time to managing our business. Prior to the sale of our Class C preferred securities to the public, we will elect three additional directors, all of whom will be Independent Directors. After this offering and assuming that all Class C and Class D preferred securities are issued and all Class C preferred securities are sold to the public, the Bank will continue to control 98.5% of the voting power of our outstanding shares. As a result, the Bank will have the right to elect all of our directors, including our Independent Directors, except under limited circumstances if we fail to pay future dividends. The Bank and its affiliates have interests which are not identical to ours and, therefore, conflicts of interest have arisen and may arise in the future with respect to transactions between or among the Bank, Holdings, and us.

- THE PARTICIPATION AGREEMENT AND SUBPARTICIPATION AGREEMENT ARE NOT THE RESULT OF ARMS-LENGTH NEGOTIATIONS. The Bank administers our day-to-day activities under the terms of a participation agreement between the Bank and Holdings and a subparticipation agreement between Holdings and us. The parties to the participation agreement and the subparticipation agreement are all affiliated. Accordingly, these agreements were not the result of arms-length negotiations and may be modified at any time in the future. Although the modification of the participation agreement or subparticipation agreement requires the approval of a majority of our Independent Directors, the Bank, through its ownership of substantially all of Holdings' common stock and Holdings ownership of substantially all of our common stock, controls the election of all of our directors, including our Independent Directors. We cannot assure you that such modifications will be on terms as favorable to us as those that could have been obtained from unaffiliated third parties.

- OUR INVESTMENT GOALS AND STRATEGIES MAY DIFFER. Huntington Bancshares, the owner of all the Bank's common shares, may have investment goals and strategies that differ from those of the holders of the Class C preferred securities. In addition, neither Huntington Bancshares nor the Bank has a policy addressing the treatment of new business opportunities. Thus, new business opportunities identified by Huntington Bancshares or the Bank may be directed to affiliates other than us. Our board of directors has broad discretion to revise our investment and operating strategy without stockholder approval. The Bank, through its ownership of substantially all of Holdings' common stock and Holdings ownership of substantially all of our common stock, controls the election of all of our directors, including our Independent Directors. Consequently, our investment and operating strategies will largely be directed by Huntington Bancshares and the Bank.

- CONFLICTS EXISTED AND MAY IN THE FUTURE EXIST WITH RESPECT TO THE ACQUISITION OF ASSETS. We are dependent on the diligence and skill of the officers and employees of the Bank for the selection and structuring of the loans underlying our participation interests and our other authorized investments. The Bank selected the amount, type, and price of loan participation interests and other assets which we acquired from the Bank and its affiliates prior to and in connection with this offering. After the sale of the Class C preferred securities to the public, we anticipate that we will continue to acquire all or substantially all of our assets from the Bank or its affiliates. Although these purchases are made within our investment policies which are described under the caption "Business - Management Policies and Programs - Asset Acquisition and Disposition Policies," neither we nor the Bank have obtained any third-party valuations, nor do we intend to do so in the future. Although our board of directors has adopted certain policies to guide the acquisition and disposition of assets, these policies may be revised or exceptions may be approved from time to time at the discretion of the board of directors without a vote of our stockholders. Changes in or exceptions made to these policies could permit us to acquire lower quality assets.

- THE BANK AND ITS AFFILIATES ARE RESPONSIBLE FOR SERVICING OUR ASSETS. We are dependent on the Bank and others for monitoring and servicing the loans underlying our participation interests. Conflicts may arising as part of such servicing, particularly with respect to loans that are placed on nonaccrual status. While we believe that the Bank will diligently pursue collection of any non-performing assets, we cannot assure you that this will be the case. Our ability to make timely payments of dividends on the Class C preferred securities will depend in part upon the Bank's prompt collection efforts on our behalf. We pay substantial servicing fees to the Bank through Holdings. The Bank received servicing fees of $7,821,000, $7,762,000, and $4,456,000 for the years ended December 31, 2000, 1999, and 1998, respectively, and $4,083,000 for the six months ended June 30, 2001. In 2001, the annual servicing fee with respect to the commercial mortgage, commercial, and consumer loans is equal to the outstanding principal balance of each loan multiplied to a fee of .125% and the annual servicing fee with respect to residential mortgages is equal to .282% of the interest income collected.

- CONFLICTS MAY IN THE FUTURE EXIST WITH RESPECT TO THE DISPOSITIONS OF ASSETS. The Bank may seek to exercise its influence over our affairs so as to cause the sale of our assets and their replacement by lesser quality assets purchased from the Bank or elsewhere. This could adversely affect our business and our ability to make timely payment of dividends on the Class C preferred securities.

- CONFLICTS MAY IN THE FUTURE EXIST WITH RESPECT TO OUR GUARANTEE OF THE BANK'S OBLIGATIONS. The Bank is eligible to obtain advances from various federal agencies, such as the FHLBC. We may in the future be asked to act as co-borrower or guarantee the Bank's obligations under such advances and/or pledge all or a portion of our assets in connection with those advances. Any such borrowing, guarantee, or pledge would rank senior to the Series C preferred securities upon liquidation. Accordingly, any governmental agencies that make advances to the Bank where we have acted as co-borrower or guarantor or have pledged our assets as collateral will have a preference over the holders of our Class C preferred securities and other Parity Stock. These holders would receive their liquidation preference only to the extent there are assets available after satisfaction of our Indebtedness. As of the date of this prospectus, we have never acted as co-borrower or guarantor of any of the Bank's obligations under such advances or otherwise and have never pledged any of our assets. The Bank, however, intends to obtain a line of credit or one or more advances, not to exceed at any one time $800 million in the aggregate, from the FHLBC prior to the end of 2001. The terms of such line of credit or advances have not yet been determined. We do not yet know what our exact role will be, but it is expected that up to 25% of our assets may serve as collateral for such advances. Any agreement setting forth our obligations will be approved by our directors. Any such borrowing, guarantee, and/or pledge will fall within the definition of Indebtedness; however, it and all other future Indebtedness relating to the FHLBC will be deemed to be Permitted Indebtedness and we will not need to obtain the consent of the holders of our Class C preferred securities for any such borrowing, guarantee, and/or pledge. A default by the Bank on its obligations to the FHLBC could adversely affect our business and our ability to make timely dividend payments on the Class C preferred securities.

WE HAVE NO CONTROL OVER CHANGES IN INTEREST RATES AND SUCH CHANGES COULD NEGATIVELY IMPACT OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS, AND ABILITY TO PAY DIVIDENDS.

Our income consists primarily of interest payments on the loans underlying our participation interests. At June 30, 2001, 38.9% of the loans underlying our participation interests, as measured by the aggregate outstanding principal amount, bore interest at fixed rates and the remainder bore interest at adjustable rates. Adjustable-rate loans decrease the risks to a lender associated with changes in interest rates but involve other risks. As interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, and the increased payment increases the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates. In a declining interest rate environment, there may be an increase in prepayments on the loans underlying our participation interests as the borrowers refinance their mortgages at lower interest rates. Under these circumstances, we may find it more difficult to purchase additional participation interests with rates sufficient to support the payment of the dividends on the Class C preferred securities. Because the rate at which dividends are required to be paid on the Class C preferred securities is fixed, there can be no assurance that a declining interest rate environment would not adversely affect our ability to pay full, or even partial, dividends on the Class C preferred securities.

THE LOANS UNDERLYING OUR PARTICIPATION INTERESTS ARE SUBJECT TO LOCAL ECONOMIC CONDITIONS WHICH COULD NEGATIVELY AFFECT THE VALUE OF THE COLLATERAL SECURING SUCH LOANS AND/OR THE RESULTS OF OUR OPERATIONS.

The value of the collateral underlying our loans and/or the results of our operations could be affected by various conditions in the economy, all of which are beyond our control, such as:

- local and other economic conditions affecting real estate and other collateral values;
- the continued financial stability of a borrower and the borrower's ability to make loan principal and interest payments, which may be adversely affected by job loss, recession, divorce, illness, or personal bankruptcy;
- the ability of tenants to make lease payments;
- the ability of a property to attract and retain tenants, which may be affected by conditions such as an oversupply of space or a reduction in demand for rental space in the area, the attractiveness of properties to tenants, competition from other available space, and the ability of the owner to pay leasing commissions, provide adequate maintenance and insurance, pay tenant improvement costs, and make other tenant concessions;
- interest rate levels and the availability of credit to refinance loans at or prior to maturity; and
- increased operating costs, including energy costs, real estate taxes, and costs of compliance with environmental controls and regulations.

THE LOANS UNDERLYING OUR PARTICIPATION INTERESTS ARE CONCENTRATED IN FIVE STATES, AND ADVERSE CONDITIONS IN THOSE STATES, IN PARTICULAR, COULD NEGATIVELY IMPACT OUR OPERATIONS.

At June 30, 2001, 97.3% (as a percentage of loan principal balances) of the properties underlying our loan participation interests were located in Ohio, Michigan, Florida, Indiana, and Kentucky. Because of the concentration of our interests in those states, in the event of adverse economic conditions in those states, we would likely experience higher rates of loss and delinquency on our loan participation interests than if the underlying loans were more geographically diversified. Additionally, the loans underlying our loan participation interests may be subject to a greater risk of default than other comparable loans in the event of adverse economic, political, or business developments or natural hazards that may affect Ohio, Michigan, Florida, Indiana, or Kentucky and the ability of property owners in those states to make payments of principal and interest on the underlying loans. In the event of any adverse development or natural disaster, our ability to pay dividends on the Class C preferred securities could be adversely affected.

OUR ACQUISITION OF PARTICIPATION INTERESTS IN COMMERCIAL MORTGAGE LOANS SUBJECTS US TO RISKS THAT ARE NOT PRESENT IN PARTICIPATION INTERESTS IN RESIDENTIAL MORTGAGE LOANS.

As of June 30, 2001, 58.0% of our assets, as measured by aggregate outstanding principal amount, consisted of participation interests in commercial mortgage loans. Commercial mortgage loans generally tend to have shorter maturities than residential mortgage loans and may not be fully amortizing, meaning that they may have a significant principal balance or "balloon" payment due on maturity. Commercial real estate properties tend to be unique and are more difficult to value than single-family residential real estate properties. They are also subject to relatively greater environmental risks and to the corresponding burdens and costs of compliance with environmental laws and regulations. Due to these risks, we may experience higher rates of default on our participation interests in commercial mortgage loans than we would if our participation interests were more diversified and included a greater number of underlying residential and other loans.

THE TRANSACTIONS AMONG THE BANK, HOLDINGS, AND US BY WHICH WE ACQUIRED OUR ASSETS WERE NOT THE RESULT OF ARMS-LENGTH NEGOTIATIONS AND WE HAVE NOT OBTAINED ANY THIRD PARTY VALUATION OF THOSE ASSETS. WE CANNOT ASSURE YOU THAT WE WILL ACQUIRE OR DISPOSE OF ASSETS IN THE FUTURE AT THEIR FAIR MARKET VALUE.

Although we believe that we paid fair market value for our assets acquired from Holdings, these transactions were not the result of arms-length negotiations and we did not obtain a third party valuation of such assets. There has been no third party valuation of our assets for purposes of this offering. In addition, we do not intend to obtain third party valuations in connection with future acquisitions and/or dispositions of assets even in circumstances where an affiliate of ours is selling the assets to us, or purchasing the assets from us. Such acquisitions and dispositions will not be the result of arms-length negotiations. Accordingly, we cannot assure you that the consideration to be paid by us to, or the consideration to be paid to us by, the

Bank or any of our affiliates in connection with future acquisitions or dispositions of assets will be equal to the fair value of such assets.

WE WOULD SUFFER ADVERSE TAX CONSEQUENCES IF WE FAIL TO QUALIFY AS A REIT.

No assurance can be given that we will be able to continue to operate in such a manner so as to remain qualified as a REIT. Qualification as a REIT involves the application of highly technical and complex tax law provisions for which there are only limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. No assurance can be given that new legislation or new regulations, administrative interpretations, or court decisions will not significantly change the tax laws in the future with respect to qualification as a REIT or the federal income tax consequences of such qualification in a way that would materially and adversely affect our ability to operate. Any such new legislation, regulation, interpretation, or decision could be the basis of a Tax Event that would permit us to redeem the Class C preferred securities. We have described in more detail the effect of a Tax Event and other Special Events later in this prospectus under the heading "Description of the Class C Preferred Securities - Redemption."

If we were to fail to qualify as a REIT, the dividends on our preferred securities, including the Class C preferred securities, would not be deductible by us for federal income tax purposes, and we would likely become part of the consolidated group of which the Bank is a member. Consequently, the consolidated group would face a greater tax liability which could result in a reduction in the Bank's net earnings after taxes. A reduction in the Bank's net earnings after taxes could adversely affect the Bank's ability to raise additional capital, as well as its ability to generate additional capital internally, and consequently its ability to add interest-earning assets to its portfolio.

If in any taxable year we fail to qualify as a REIT, unless we are entitled to relief under certain statutory provisions, we would also be disqualified from treatment as a REIT for the four taxable years following the year our qualification was lost. As a result, the amount of funds available for distribution to our shareholders would be reduced for the year or years involved.

As a REIT, we generally will be required each year to distribute as dividends to our shareholders at least 90% of our REIT taxable income, excluding capital gains. Failure to comply with this requirement would result in our earnings being subject to tax at regular corporate rates. In addition, we would be subject to a 4% nondeductible excise tax on the amount by which certain distributions considered as paid by us with respect to any calendar year are less than the sum of:

- 85% of our ordinary income for the calendar year,
- 95% of our capital gains net income for the calendar year, and
- 100% of undistributed taxable income from prior periods.

Although we currently intend to operate in a manner designed to qualify as a REIT, future economic, market, legal, tax, or other considerations may cause us to determine that it is in our best interests and the best interests of holders of our common shares and preferred securities to revoke the REIT election. As long as any Class C preferred securities are outstanding, any such determination by us may be made without stockholder approval, but will require the approval of a majority of our Independent Directors.

WE HAVE IMPOSED OWNERSHIP LIMITATIONS ON THE CLASS C PREFERRED SECURITIES WHICH MAY AFFECT THE SECONDARY MARKET FOR SUCH SECURITIES.

To qualify as a REIT under the Internal Revenue Code, no more than 50% of the value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals or entities during the last half of a taxable year. We refer to this as the Five or Fewer Test. The Internal Revenue Code requires that the Five or Fewer Test be applied using constructive ownership rules which treat certain organizations as one individual.

Our articles of incorporation provide that, subject to certain exceptions, no individual or entity may own, or be deemed to own by virtue of the attribution rules of the Internal Revenue Code, more than 9.2% of the aggregate initial liquidation value of all of our issued and outstanding preferred securities, including our Class C preferred

securities. The ownership by Huntington Bancshares and its wholly owned direct and indirect subsidiaries of 100% of our common shares and, after the issuance of all authorized Class C and Class D preferred securities and the sale of all Class C preferred securities to the public, 93.6% of the aggregate initial liquidation value of our preferred securities, will not adversely affect our REIT qualification because each shareholder of Huntington Bancshares, whose capital stock is widely held, counts as a separate beneficial owner of us for purposes of the Five or Fewer Test.

Although the Five or Fewer Test references the aggregate value of all shares of our capital stock, the ownership limit has been established with reference to the aggregate initial liquidation preference of our outstanding preferred securities. If (1) the relative values of our common shares and any of our outstanding preferred securities, including the Class C preferred securities, or (2) the relative values of the different series or classes of preferred securities, were to change significantly, there is a risk that the Five or Fewer Test would be violated notwithstanding compliance with the ownership limit. Although we believe that it is unlikely that the relative value of the common shares will decrease by an amount sufficient to cause a violation of the Five or Fewer Test, there can be no assurance that such a change in value will not occur.

The ownership of our common shares or the transfer of common shares and/or preferred securities of Huntington Bancshares to an entity which is considered an individual for purposes of the Five or Fewer Test could cause us to fail the Five or Fewer Test in certain circumstances, such as the sale of all Huntington Bancshares stock to an individual. If we fail the Five or Fewer Test, we will fail to qualify as a REIT.

Upon the receipt of a ruling from the Internal Revenue Service, or IRS, or the advice of counsel satisfactory to our board of directors, our board may, but will not be required to, waive the ownership limit with respect to an individual or entity if such individual's or entity's proposed ownership will not then or in the future jeopardize our status as a REIT. If any purported transfer of our preferred securities or any other event would otherwise result in any person violating the stock ownership limit, then any such purported transfer will be void and of no force or effect with respect to the purported transferee as to that number of securities in excess of the applicable limit and such prohibited transferee will acquire no right or interest in such excess preferred securities. Our amended and restated articles of incorporation provide that any excess securities will automatically be transferred, by operation of law, to a trust for the benefit of a charity to be named by us as of the day prior to the day the prohibited transfer took place. All rights to dividends to such excess securities will be held by such trust.

The restrictions imposed by us in connection with the Five or Fewer Test could impair the liquidity of the Class C preferred securities which may affect the secondary market for such Class C preferred securities.