Common use of Definitive Trust Preferred Securities Certificates Clause in Contracts

Definitive Trust Preferred Securities Certificates. If (i) the Depositor advises the Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advice, or (ii) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, then the Administrative Trustees shall notify the Clearing Agency and Holders of the Trust Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees or any one of them shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholders. The Definitive Trust Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Definitive Trust Preferred Securities Certificates. If The Trust Preferred Securities Certificates issued at the Time of Delivery shall be issued as Book-Entry Trust Preferred Securities Certificates in accordance with Section 2.4. Additionally, if (ia) the Depositor advises the Issuer Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities duties with respect to the Trust Preferred Securities Certificates, Certificates and the Depositor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicesuccessor, or (iib) the Depositor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, or (c) after the occurrence of a Note Event of Default, Owners of Trust Preferred Securities Certificates representing beneficial interests aggregating at least a Majority in Liquidation Amount of the Trust Preferred Securities of all Series, considered together as a single Series, 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 Trust Preferred Securities Certificates, then the Administrative Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency and Holders shall notify all Owners of Trust Preferred Securities of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners of such series, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees Trustees, or any one of them them, shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholdersholders of Trust Securities. The Definitive Trust Preferred Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesTrustees that meets the requirements of any stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Definitive Trust Preferred Securities Certificates. If (i) the Depositor advises the Trustees in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities CertificatesCertificates or the Depository is no longer registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Depositor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicedays, or (ii) the Depositor at its option advises the Trustees in writing that it elects to terminate dissolve the book-entry system through the Clearing AgencyDepository or (iii) an Event of Default occurs and is continuing and the Holders of a Majority in Liquidation Preference of Trust Preferred Securities determine to discontinue the system of book-entry transfers through the Depository by so notifying the Property Trustee, then the Administrative Trustees shall notify the Clearing Agency and Holders of the issue Definitive Trust Preferred SecuritiesSecurities Certificates. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing AgencyDepository, accompanied by registration instructions, the Administrative Trustees or any one of them shall execute and authenticate deliver the Definitive Trust Preferred Securities Certificates pursuant to this Trust Agreement in accordance with the instructions of the Clearing AgencyDepository. Neither the Security Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholders. The Definitive Trust Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the not less than two Administrative Trustees or any one of themTrustees.

Definitive Trust Preferred Securities Certificates. If (ia) the Depositor advises the Issuer Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicesuccessor, or (iib) the Depositor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing AgencyAgency or (c) after the occurrence of a Debenture Event of Default, Owners of Trust Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Liquidation Amount 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 Trust Preferred Securities Certificates, then the Administrative Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency and Holders Participants for whom it holds Trust Preferred Securities of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees Trustees, or any one of them them, shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholdersholders of Trust Securities. The Definitive Trust Preferred Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesTrustees that meets the requirements of any stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Definitive Trust Preferred Securities Certificates. If (ia) the Depositor advises the Trustees Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicesuccessor, or (iib) the Depositor at its option advises the Trustees Property Trustee in writing that it elects to terminate the book-entry system through the Clearing AgencyAgency or (c) after the occurrence of a Note Event of Default, Owners of Trust Preferred Securities Certificates representing beneficial ownership interests aggregating at least a majority of the aggregate Liquidation Amount 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 Trust Preferred Securities Certificates, then the Administrative Trustees Property Trustee shall notify the Clearing Agency and Holders the Clearing Agency shall notify all Owners of Trust Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners requesting the same. Upon surrender to the Administrative Trustees Property Trustee of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees or any one of them Property Trustee shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Trustees Property Trustee shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholders. The Definitive Trust Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesProperty Trustee, as evidenced by the execution thereof by the Administrative Trustees or any one of themProperty Trustee.

Definitive Trust Preferred Securities Certificates. If (ia) the Depositor Sponsor advises the Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities Certificates, and the Depositor Sponsor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicesuccessor, or (iib) the Depositor Sponsor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Clearing AgencyAgency or (c) after the occurrence of a Note Event of Default, Owners of Trust Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Liquidation Amount 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 Trust Preferred Securities Certificates, then the Administrative Trustees shall notify the Clearing Agency and Holders the other Trustees and the Clearing Agency shall notify all Owners of Trust Preferred Securities Certificates of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees Trustees, or any one of them them, shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as SecurityholdersHolders. The Definitive Trust Preferred Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesTrustees that meets the requirements of any stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Definitive Trust Preferred Securities Certificates. If (ia) the Depositor or the Clearing Agency advises the Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor within 90 days days, (b) at anytime the Clearing Agency ceases to be a clearing agency registered under the Securities Exchange Act of receipt by 1934, as amended, at a time when the Depositor of Clearing Agency is required to be so registered to act as such written advicedepositary, or (iic) the Depositor at its option advises the Administrative Trustees in writing that it elects to terminate the book-entry system through the Clearing AgencyAgency or (d) after the occurrence and continuance of a Debenture Event of Default, then the Administrative Trustees shall notify other Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency and Holders Participants for whom it holds Trust Preferred Securities of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees Trustees, or any one of them them, shall execute and authenticate the Definitive Trust 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 Security Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholders. The Definitive Trust Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesTrustees that meets the requirements of any stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Definitive Trust Preferred Securities Certificates. If The Trust Preferred Securities Certificates issued at each Time of Delivery shall be issued as Book-Entry Trust Preferred Securities Certificates in accordance with Section 2.4. Additionally, if (ia) the Depositor advises the Issuer Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities duties with respect to the Trust Preferred Securities Certificates, Certificates and the Depositor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicesuccessor, or (iib) the Depositor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, or (c) after the occurrence of a Note Event of Default, Owners of Trust Preferred Securities Certificates representing beneficial interests aggregating at least a Majority in Liquidation Amount of the Trust Preferred Securities of all Series, considered together as a single Series, 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 Trust Preferred Securities Certificates, then the Administrative Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency and Holders shall notify all Owners of Trust Preferred Securities of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners of such series, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees Trustees, or any one of them them, shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholdersholders of Trust Securities. The Definitive Trust Preferred Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesTrustees that meets the requirements of any stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Definitive Trust Preferred Securities Certificates. If (ia) the Depositor advises the Trustees Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicesuccessor, or (iib) the Depositor at its option advises the Trustees Property Trustee in writing that it elects to terminate the book-entry system through the Clearing AgencyAgency or (c) after the occurrence of a Note Event of Default, Owners of Trust Preferred Securities Certificates representing beneficial ownership interests aggregating at least a majority of the aggregate Liquidation Amount 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 Trust Preferred Securities Certificates, then the Administrative Trustees Property Trustee shall notify the Clearing Agency and Holders the Clearing Agency shall notify all Owners of Trust Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners requesting the same. Upon surrender to the Administrative Trustees Property Trustee of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees or any one of them Property Trustee shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Trustees Property Trustee shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as SecurityholdersHolders. The Definitive Trust Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesProperty Trustee, as evidenced by the execution thereof by the Administrative Trustees or any one of themProperty Trustee. Notwithstanding the foregoing, if at the time a Definitive Trust Preferred Securities Certificate is to be delivered to an Owner, such Trust Preferred Securities are subject to the Pledge Agreement, such Trust Preferred Securities Certificate shall be delivered to the Collateral Agent until such time as such Trust Preferred Securities are no longer subject to the Pledge Agreement.

Definitive Trust Preferred Securities Certificates. If The Trust Preferred Securities Certificates issued at the Time of Delivery shall be issued as Book-Entry Trust Preferred Securities Certificates in accordance with Section 2.4. Additionally, if (ia) the Depositor advises the Issuer Trustees in writing that the Clearing Agency (i) has notified the Depositor that it is no longer willing unwilling or able unable to properly discharge its responsibilities with respect to the continue as Clearing Agency for such Trust Preferred Securities Certificates, Certificates and the Depositor is unable to locate a qualified no successor Clearing Agency has been appointed within 90 days of receipt by the Depositor of such written advice, this notice or (ii) has ceased 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 a depositary and no successor Clearing Agency has been appointed within 90 days after the Depositor has learned that the Clearing Agency has ceased to be so registered, (b) a Note Event of Default or a Preferred Stock Event of Default has occurred and is continuing, (c) the Depositor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, or (d) Owners of Trust Preferred Securities Certificates representing beneficial interests aggregating at least a Majority in Liquidation Amount of the Trust Preferred Securities of all Classes, considered together as a single Class, 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 Trust Preferred Securities Certificates, then the Administrative Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency and Holders Participants for whom it holds Trust Preferred Securities of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees Trustees, or any one of them them, shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholdersholders of Trust Securities. The Definitive Trust Preferred Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesTrustees that meets the requirements of any stock exchange or automated quotation system on which the Trust Preferred Trust Agreement Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Definitive Trust Preferred Securities Certificates. If (i) the Depositor advises the Trustees in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities CertificatesCertificates or the Depository is no longer registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Depositor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicedays, or (ii) the Depositor at its option advises the Trustees in writing that it elects to terminate dissolve the book-entry system through the Clearing AgencyDepository or (iii) an Event of Default occurs and is continuing and the Holders of a Majority in Liquidation Preference of Trust Preferred Securities determine to discontinue the system of book-entry transfers through the Depository by so notifying the Property Trustee, then the Administrative Regular Trustees shall notify the Clearing Agency and Holders of the issue Definitive Trust Preferred SecuritiesSecurities Certificates. Upon surrender to the Administrative Regular Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing AgencyDepository, accompanied by registration instructions, the Administrative Regular Trustees or any one of them shall execute and authenticate deliver the Definitive Trust Preferred Securities Certificates pursuant to this Trust Agreement in accordance with the instructions of the Clearing AgencyDepository. Neither the Security Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholders. The Definitive Trust Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Regular Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of themnot less than two Regular Trustees.

Definitive Trust Preferred Securities Certificates. If (i) the Depositor Sponsor advises the Trustees in writing that the Clearing Agency Depository is no longer willing or able to properly discharge its responsibilities with respect to the Trust Preferred Securities CertificatesCertificates or the Depository is no longer registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and the Depositor Sponsor is unable to locate a qualified successor within 90 days of receipt by the Depositor of such written advicedays, or (ii) the Depositor Sponsor at its option advises the Trustees in writing that it elects to terminate dissolve the book-entry system through the Clearing AgencyDepository or (iii) an Event of Default occurs and is continuing and the Holders of a Majority in Liquidation Preference of Trust Preferred Securities determine to discontinue the system of book-entry transfers through the Depository by so notifying the Property Trustee, then the Administrative Regular Trustees shall notify the Clearing Agency and Holders of the issue Definitive Trust Preferred SecuritiesSecurities Certificates. Upon surrender to the Administrative Regular Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing AgencyDepository, accompanied by registration instructions, the Administrative Regular Trustees or any one of them shall execute and authenticate deliver the Definitive Trust Preferred Securities Certificates pursuant to this Trust Agreement in accordance with the instructions of the Clearing AgencyDepository. Neither the Security Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholders. The Definitive Trust Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Regular Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of themnot less than two Regular Trustees.

Definitive Trust Preferred Securities Certificates. If The Trust Preferred Securities Certificates issued at the Time of Delivery shall be issued as Book-Entry Trust Preferred Securities Certificates in accordance with Section 2.4. Additionally, if (ia) the Depositor advises the Issuer Trustees in writing that the Clearing Agency (i) has notified the Depositor that it is no longer willing unwilling or able unable to properly discharge its responsibilities with respect to the continue as Clearing Agency for such Trust Preferred Securities Certificates, Certificates and the Depositor is unable to locate a qualified no successor Clearing Agency has been appointed within 90 days of receipt by the Depositor of such written advice, this notice or (ii) has ceased 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 a depositary and no successor Clearing Agency has been appointed within 90 days after the Depositor has learned that the Clearing Agency has ceased to be so registered, (b) a Note Event of Default or a Preferred Stock Event of Default has occurred and is continuing or (c) the Depositor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, Owners of Trust Preferred Securities Certificates representing beneficial interests aggregating at least a Majority in Liquidation Amount of the Trust Preferred Securities of all Classes, considered together as a single Class, 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 Trust Preferred Securities Certificates, then the Administrative Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency and Holders Participants for whom it holds Trust Preferred Securities of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees Trustees, or any one of them them, shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholdersholders of Trust Securities. The Definitive Trust Preferred Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesTrustees that meets the requirements of any stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

Definitive Trust Preferred Securities Certificates. If The Trust Preferred Securities Certificates issued at the Time of Delivery shall be issued as Book-Entry Trust Preferred Securities Certificates in accordance with Section 2.4. Additionally, if (ia) the Depositor advises the Issuer Trustees in writing that the Clearing Agency (i) has notified the Depositor that it is no longer willing unwilling or able unable to properly discharge its responsibilities with respect to the continue as Clearing Agency for such Trust Preferred Securities Certificates, Certificates and the Depositor is unable to locate a qualified no successor Clearing Agency has been appointed within 90 days of receipt by the Depositor of such written advice, this notice or (ii) has ceased 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 a depositary and no successor Clearing Agency has been appointed within 90 days after the Depositor has learned that the Clearing Agency has ceased to be so registered, (b) a Note Event of Default or a Preferred Stock Event of Default has occurred and is continuing, (c) the Depositor at its option advises the Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, or (d) Owners of Trust Preferred Securities Certificates representing beneficial interests aggregating at least a Majority in Liquidation Amount of the Trust Preferred Securities of all Classes, considered together as a single Class, 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 Trust Preferred Securities Certificates, then the Administrative Trustees shall notify the other Issuer Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency and Holders Participants for whom it holds Trust Preferred Securities of the occurrence of any such event and of the availability of the Definitive Trust Preferred SecuritiesSecurities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Administrative Trustees of the typewritten Trust Preferred Securities Certificate or Certificates representing the Book-Entry Trust Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees Trustees, or any one of them them, shall execute and authenticate the Definitive Trust Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Security Securities Registrar nor the Issuer Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust Preferred Securities Certificates, the Issuer Trustees shall recognize the Holders of the Definitive Trust Preferred Securities Certificates as Securityholdersholders of Trust Securities. The Definitive Trust Preferred Securities Certificates shall be typewritten, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative TrusteesTrustees that meets the requirements of any stock exchange or automated quotation system on which the Trust Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrative Trustees or any one of them.