Common use of Definitive Preferred Securities Certificates Clause in Contracts

Definitive Preferred Securities Certificates. (a) If (i) the Sponsor advises the Administrators in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor is unable to locate a qualified successor, (ii) the Sponsor at its option advises the Administrators in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) after the occurrence of a Debenture Event of Default, upon written notice of the Majority Holders to the Administrators, then in each case the Administrators shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that class or classes, as applicable, requesting the same. Upon surrender to the Administrators of the typewritten Preferred Securities Certificate or Certificates representing the Global Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the Administrators, or any one of them, shall execute, and the Property Trustee shall authenticate, the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, nor the Issuer Trustees shall be liable for any delay in delivery of those instructions and may conclusively rely on, and be protected in relying on, those instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount advise the AdministratorsAdministrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then in each case the Administrators Administrative Trustee shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be 27 35 produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for tradingAdministrative Trustees, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor advises the Administrators in writing that the Clearing Agency notifies the Depositor that it is no longer willing or able to properly discharge its responsibilities with respect to continue as depositary for the Global Preferred Securities CertificatesCertificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act at a time when the Clearing Agency is required to be so registered to act as depositary, and the Sponsor is unable to locate a qualified successorno successor depositary shall have been appointed, or (iib) the Sponsor Depositor, in its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occurred and be continuing a Debenture Event of Default and Owners of Book-Entry Preferred Securities Certificates representing beneficial interests aggregating at its option advises least a majority of the Administrators Liquidation Amount advise the Property Trustee in writing that it elects to terminate the continuation of a book-entry system through the Clearing Agency, or (iii) after Agency is no longer in the occurrence of a Debenture Event of Default, upon written notice best interest of the Majority Holders to the AdministratorsOwners of Preferred Securities Certificates, then then, in each case ((a), (b) or (c)), the Administrators Property Trustee shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of that the Definitive Preferred Securities Certificates will be distributed to such Owners of that class or classes, as applicable, requesting the samein exchange for their beneficial interests in such Preferred Securities Certificate(s). Upon surrender to the Administrators Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing AgencyAgency and deliver same to or upon the order of the Clearing Agency or authorized representative thereof. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, or engraved or may be produced and executed in any other manner as is reasonably acceptable to accordance with the Administrators that meets the requirements of Delaware law and the applicable rules of any stock the American Stock Exchange or such other national exchange or automated quotation system over-the-counter market on which the Preferred Securities are then listed or approved for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities shall be made by check mailed to the address of the Person entitled thereto as evidenced such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the execution thereof by the Administrators or any one of themPreferred Securities.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount advise the AdministratorsAdministrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then in each case the Administrators Administrative Trustees shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for tradingAdministrative Trustees, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. Notwithstanding any other provision in this Declaration of Trust, no Global Securities Certificate may be exchanged in whole or in part for Definitive Preferred Securities Certificates unless (a) If the Clearing Agency (i) notifies the Sponsor advises the Administrators in writing Property Trustee that the Clearing Agency it is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities CertificatesSecurities, and the Sponsor Depositor is unable to locate a qualified successor, successor or (ii) has ceased to be a clearing agency registered under the Sponsor Exchange Act, (b) the Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of there shall have occurred and be continuing a Debenture Event of Default. In addition, beneficial interests in a Global Preferred Security may be exchanged by or on behalf of the Clearing Agency for certificated Preferred Securities upon request by the Clearing Agency but only upon at least 20 days' prior written notice given to the Property Trustee in accordance with the Clearing Agency customary procedures. Upon the occurrence of the Majority Holders to foregoing events, the Administrators, then in each case the Administrators Administrative Trustee shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities and the other Trustees of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be fully protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for tradingAdministrative Trustees, as evidenced by the manual or facsimile execution thereof by the Administrators Administrative Trustees or any one of them. If issued, the Definitive Preferred Securities Certificates will be subject to restrictions on transfer as set forth in Section 5.4. SECTION 5.14.

Definitive Preferred Securities Certificates. (a) If Notwithstanding any other provision in this Trust Agreement, no Global Certificate may be exchanged in whole or in part for Certificated Preferred Securities or for any Preferred Securities registered, and no transfer of a Global Certificate in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Certificate or a nominee thereof unless (i) the Sponsor advises the Administrators in writing that the such Clearing Agency (A) has notified the Trust and the Depositor that it is no longer willing unwilling or able unable to properly discharge its responsibilities with respect continue as Clearing Agency for such Global Certificate or (B) has ceased to be a clearing agency registered as such under the Global Preferred Securities CertificatesExchange Act of 1934, as amended, and in either case the Sponsor is unable Trust and the Depositor thereupon fail to locate appoint a qualified successorsuccessor Clearing Agency, (ii) the Sponsor Trust and the Depositor, at its option advises their option, notify the Administrators Property Trustee in writing that it elects they elect to terminate cause the book-entry system through issuance of the Clearing Agency, Preferred Securities in certificated form or (iii) there shall have occurred and be continuing an Event of Default; after the occurrence and continuation of a Debenture an Event of Default, upon written notice the Holders of a majority in aggregate Liquidation Amount of the Majority Holders Preferred Securities may notify the Property Trustee in writing that they elect to cause the Administratorsissuance of Preferred Securities in certificated form. In all cases, then Certificated Preferred Securities delivered in each case exchange for any Global Certificate or beneficial interests therein will be registered in the Administrators shall notify names, and issued in any approved denominations, requested by or on behalf of the Clearing Agency and the Issuer Trustees, and the Clearing Agency, (in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that class or classes, as applicable, requesting the same. Upon surrender to the Administrators of the typewritten Preferred Securities Certificate or Certificates representing the Global Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the Administrators, or any one of them, shall execute, ) and the Property Trustee shall authenticateTrustee, the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the as Securities Registrar, will make an appropriate adjustment in its records to reflect a decrease in the Administrators, nor the Issuer Trustees shall be liable for any delay in delivery of those instructions and may conclusively rely on, and be protected in relying on, those instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust shall recognize the Holders liquidation preference of the Definitive Preferred Securities Certificates as Trust Security holders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators or any one of themrelevant Global Certificate.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successorsuccessor within 90 days, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Note Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount of the AdministratorsPreferred Securities advise the Administrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then in each case the Administrators Administrative Trustees shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall executeexecute on behalf of the Trust, and cause to be authenticated by the Property Trustee shall authenticate, the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for tradingAdministrative Trustees, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor advises the Administrators in writing that the Clearing Agency notifies the Depositor that it is no longer willing or able to properly discharge its responsibilities with respect to continue as depositary for the Global Preferred Securities CertificatesCertificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, at a time when the Clearing Agency is required to be so registered to act as such depositary, and the Sponsor is unable to locate a qualified successorno successor depositary shall have been appointed, or (iib) the Sponsor Depositor, in its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occurred and be continuing a Debenture Event of Default, Owners of Book Entry Preferred Securities Certificates representing beneficial interests aggregating at its option advises least a majority of the Administrators Liquidation Amount advise the Property Trustee in writing that it elects to terminate the continuation of a book-entry system through the Clearing Agency, or (iii) after Agency is no longer in the occurrence of a Debenture Event of Default, upon written notice best interest of the Majority Holders to the AdministratorsOwners of Preferred Securities Certificates, then then, in each case case, the Administrators Property Trustee shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the that Definitive Preferred Securities Certificates will be distributed to such Owners of that class in exchange for their beneficial interests in such Preferred Securities Certificate or classes, as applicable, requesting the sameCertificates. Upon surrender to the Administrators Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, nor the Issuer Trustees shall be liable for any delay in delivery of those instructions and may conclusively rely on, and be protected in relying on, those instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators or any one of them.Preferred

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority in Liquidation Amount of Preferred Securities then Outstanding advise the Administrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Majority Holders to the AdministratorsOwners of Preferred Securities Certificates, then in each case the Administrators Administrative Trustees shall notify the Clearing Agency other Trustees and the Issuer TrusteesClearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency, if executed on behalf of the Trust by facsimile, countersigned by the Securities Registrar or its agent. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as holders of Trust Security holdersSecurities. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators Administrative Trustees that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount advise the AdministratorsProperty Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Owners of Preferred Securities Certificates, then in each case the Administrators Property Trustee shall notify the Clearing Agency and the Issuer TrusteesAgency, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates, of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators or any one of them.reasonably

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Clearing Agency advises the Administrators Trustees and the Company in writing that the Clearing Agency it is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount advise the AdministratorsAdministrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then in each case the Administrators Administrative Trustees shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the Trustees of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for tradingAdministrative Trustees, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of themthem and may have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required to comply with any law or rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Preferred Securities may be listed, or to conform to usage.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities act as clearing agency with respect to the Global Preferred Securities Certificates, and the Sponsor is unable Depositor fails to locate appoint a qualified successorsuccessor within 90 days, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount of the AdministratorsOutstanding Preferred Securities advise the Property Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then in each case the Administrators Property Trustee shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Global Book Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be fully protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for tradingAdministrative Trustees, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount advise the AdministratorsProperty Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then in each case the Administrators Property Trustee shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for tradingAdministrative Trustees, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Issuer Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, (iib) the Sponsor Depositor at its option advises the Administrators Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount advise the AdministratorsAdministrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then in each case the Administrators Administrative Trustees shall notify the Clearing Agency other Issuer Trustees and the Issuer TrusteesClearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency, if executed on behalf of the Issuer Trust by facsimile, countersigned by the Securities Registrar or its agent. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as holders of Trust Security holdersSecurities. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators Administrative Trustees that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor advises the Administrators in writing that the Clearing Agency notifies the Depositor that it is no longer willing or able to properly discharge its responsibilities with respect to continue as depositary for the Global Preferred Securities CertificatesCertificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, at a time when the Clearing Agency is required to be so registered to act as such depositary, and the Sponsor is unable to locate a qualified successorno successor depositary shall have been appointed, or (iib) the Sponsor Depositor, in its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occurred and be continuing a Debenture Event of Default, Owners of Book Entry Preferred Securities Certificates representing beneficial interests aggregating at its option advises least a majority of the Administrators Liquidation Amount advise the Property Trustee in writing that it elects to terminate the continuation of a book-entry system through the Clearing Agency, or (iii) after Agency is no longer in the occurrence of a Debenture Event of Default, upon written notice best interest of the Majority Holders to the AdministratorsOwners of Preferred Securities Certificates, then then, in each case case, the Administrators Property Trustee shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the that Definitive Preferred Securities Certificates will be distributed to such Owners of that class in exchange for their beneficial interests in such Preferred Securities Certificate or classes, as applicable, requesting the sameCertificates. Upon surrender to the Administrators Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing AgencyAgency and deliver the same to or upon the order of the Clearing Agency or an authorized representative thereof. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, or engraved or may be produced and executed in any other manner as is reasonably acceptable to accordance with the Administrators that meets the requirements of Delaware law and the applicable rules of any stock the American Stock Exchange or such other national exchange or automated quotation system over-the-counter market on which the Preferred Securities are then listed or approved for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as evidenced such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the execution thereof by the Administrators or any one of themPreferred Securities.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor or the Clearing Agency advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, or if at anytime the Clearing Agency ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Clearing Agency is required to be so registered to act as such depositary, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Subordinated Note Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount advise the Administrators, then Administrative Trustees in each case writing that the Administrators shall notify continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then the Administrative Trustees shall notify other Trustees and the Issuer TrusteesClearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing AgencyAgency or, if executed on behalf of the Trust by facsimile, countersigned by a transfer agent or its agent. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators Administrative Trustees that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing willing, able or able eligible to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and a successor depositary is not appointed by the Sponsor is unable to locate a qualified successorTrust within 90 days, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Event of Default, upon written notice Owners of at least a majority of the Majority Holders to aggregate Liquidation Amount of the AdministratorsPreferred Securities advise the Administrative Trustees in writing that the continuation of a book- entry system through the Clearing Agency is no longer in the best interest of the Owners, then in each case the Administrators Administrative Trustees shall notify the Clearing Agency other Trustees and the Issuer TrusteesClearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that class or classes, as applicableOwners, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing AgencyAgency or, if executed on behalf of the Trust by facsimile, countersigned by a transfer agent or its agent. The Definitive Preferred Securities Certificates shall be authenticated by the Property Trustee by manual signature of an authorized signatory thereof. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators Administrative Trustees that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor advises the Administrators in writing that the Clearing Agency notifies the Depositor that it is no longer willing or able to properly discharge its responsibilities with respect to continue as depositary for the Global Preferred Securities CertificatesCertificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, at a time when the Clearing Agency is required to be so registered to act as such depositary, and the Sponsor is unable to locate a qualified successorno successor depositary shall have been appointed, or (iib) the Sponsor Depositor, in its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occured and be continuing a Debenture Event of Default, Owners of Book-Entry Preferred Securities Certificates representing beneficial interests aggregating at its option advises least a majority of the Administrators Liquidation Amount advise the Property Trustee in writing that it elects to terminate the continuation of a book-entry system through the Clearing Agency, or (iii) after Agency is no longer in the occurrence of a Debenture Event of Default, upon written notice best interest of the Majority Holders to the AdministratorsOwners of Preferred Securities Certificates, then then, in each case case, the Administrators Property Trustee shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, Agency shall notify all Clearing Agency Participants for whom it holds Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the that Definitive Preferred Securities Certificates will be distributed to such Owners of that class in exchange for their beneficial interests in such Preferred Securities Certificate or classes, as applicable, requesting the sameCertificates. Upon surrender to the Administrators Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing AgencyAgency and deliver the same to or upon the order of the Clearing Agency or an authorized representative thereof. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, or engraved or may be produced and executed in any other manner as is reasonably acceptable to accordance with the Administrators that meets the requirements of Delaware law and the applicable rules of any stock the American Stock Exchange or such other national exchange or automated quotation system over-the-counter market on which the Preferred Securities are then listed or approved for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as evidenced such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the execution thereof by the Administrators or any one of them.Preferred Securities

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor or the Clearing Agency advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Clearing Agency is required to be so registered to act as such depositary, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Subordinated Note Event of Default, upon written notice Owners of Preferred Securities aggregating at least a majority of the Majority Holders to aggregate Liquidation Amount of all Outstanding Preferred Securities advise the Administrators, then Administrative Trustees in each case writing that the Administrators shall notify continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities, then the Administrative Trustees shall notify other Trustees and the Issuer TrusteesClearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely on, and shall be protected in relying on, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators Administrative Trustees that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor Depositor advises the Administrators Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor Depositor is unable to locate a qualified successor, (iib) the Sponsor Depositor at its option advises the Administrators Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Agency or (iiic) after the occurrence of a Debenture Indenture Event of Default, upon written notice Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Majority Holders to Liquidation Amount advise the Administrators, then Administrative Trustees in each case writing that the Administrators shall notify continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then the Administrative Trustees shall notify other Trustees and the Issuer TrusteesClearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that such class or classes, as applicable, requesting the same. Upon surrender to the Administrators Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Global Book-Entry Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the AdministratorsAdministrative Trustees, or any one of them, shall execute, and the Property Trustee shall authenticate, execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing AgencyAgency or, if executed on behalf of the Trust by facsimile, countersigned by a transfer agent or its agent. Neither the Securities Registrar, the Administrators, Registrar nor the Issuer Trustees shall be liable for any delay in delivery of those such instructions and may conclusively rely onupon, and shall be protected in relying onupon, those such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holdersSecurityholders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators Administrative Trustees that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators Administrative Trustees or any one of them.