Common use of Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX Clause in Contracts

Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX. (a) On each occasion on which a Holder of Normal APEX exercises its rights pursuant to Sections 5.13(a)(i), (b) and (c) of the Declaration of Trust to exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX by, during any Exchange Period: (i) depositing with the Collateral Agent the treasury security that is the Qualifying Treasury Security on the date of deposit, in the principal amount of $1,000 for each Normal APEX being Exchanged; (ii) Transferring the Normal APEX being Exchanged to the Securities Registrar; and (iii) delivering a duly executed and completed Stripping Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder has deposited the appropriate Qualifying Treasury Securities with the Collateral Agent for deposit in the Collateral Account, (y) stating that the Holder is Transferring the related Normal APEX to the Securities Registrar in connection with an Exchange of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and (z) requesting the delivery to the Holder of such Stripped APEX and Capital APEX, the Collateral Agent shall, upon the deposit and Transfer pursuant to clauses (i) and (ii) and receipt of the notice and request referred to in clause (iii), (w) be deemed to accept the Qualifying Treasury Securities deposited pursuant to clause (i) as Collateral subject to the Pledge, (x) release Pledged Notes of a Like Amount from the Pledge, (y) Transfer such Pledged Notes to the Custodial Account free and clear of the Company’s security interest therein, and (z) confirm to the Property Trustee in writing that such release and Transfer has occurred. The Custodial Agent shall continue to hold such Notes as Custody Notes pursuant to Article IV. (b) The Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Declaration of Trust dealing with increasing and decreasing the number of Trust Preferred Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall cancel the number of Normal APEX Transferred pursuant to Section 6.02(a) and deliver a Like Amount of Stripped APEX and Capital APEX to the Holder, all by making appropriate notations on the Book-Entry Trust Preferred Securities Certificates of the appropriate Class. (c) The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 6.02, shall not constitute a novation of the security interest created hereby.

Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX. (a) On each occasion on which a Holder of Normal APEX exercises its rights pursuant to Sections 5.13(a)(i), (b) and (c) of the Declaration of Trust Agreement to exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX by, during any Exchange Period: (i) depositing with the Securities Intermediary, for credit to the Collateral Agent Account the treasury U.S. Treasury security that is the Qualifying Treasury Security on the date of deposit, in the principal amount of $1,000 for each Normal APEX being Exchanged; (ii) Transferring the Normal APEX being Exchanged to the Securities Registrar; and (iii) delivering a duly executed and completed Stripping Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder has deposited the appropriate Qualifying Treasury Securities with the Collateral Agent for deposit in the Collateral Account, (y) stating that the Holder is Transferring the related Normal APEX to the Securities Registrar in connection with an Exchange of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and (z) requesting the delivery to the Holder of such Stripped APEX and Capital APEX, the Collateral Agent shall, upon the deposit and Transfer pursuant to clauses (i) and (ii) and receipt of the notice and request referred to in clause (iii), (w) be deemed to accept the Qualifying Treasury Securities deposited pursuant to clause (i) as Collateral subject to the Pledge, (x) release Pledged Notes Junior Subordinated Debentures of a Like Amount from the Pledge, (y) Transfer such Pledged Notes Junior Subordinated Debentures to the Custodial Account free and clear of the Company’s security interest therein, and (z) confirm to the Property Trustee in writing that such release and Transfer has occurred. The Custodial Agent shall continue to hold such Notes Junior Subordinated Debentures as Custody Notes Junior Subordinated Debentures pursuant to Article IV. (b) The Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Declaration of Trust Agreement dealing with increasing and decreasing the number of Trust Preferred Capital Securities evidenced by Book-Entry Trust Preferred Capital Securities Certificates, shall cancel the number of Normal APEX Transferred pursuant to Section 6.02(a) and deliver a Like Amount of Stripped APEX and Capital APEX to the Holder, all by making appropriate notations on the Book-Entry Trust Preferred Capital Securities Certificates of the appropriate ClassSeries. (c) The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 6.02, shall not constitute a novation of the security interest created hereby. (d) The determinations made by the Administrative Trustees pursuant to Section 10.1 of the Trust Agreement, including the issue dates, the maturity dates and when available, the CUSIP numbers of the Qualifying Treasury Securities, shall be made available by the Collateral Agent to any Holder requesting such information.

Exchange of Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX. (a) On each occasion on which a Holder of Normal APEX exercises its rights pursuant to Sections 5.13(a)(i), (b) and (c) of the Declaration of Trust Agreement to exchange Normal APEX and Qualifying Treasury Securities for Stripped APEX and Capital APEX by, during any Exchange Period: (i) depositing with the Securities Intermediary, for credit to the Collateral Agent Account the treasury security that is the Qualifying Treasury Security on the date of deposit, in the principal amount of $1,000 for each Normal APEX being Exchanged; (ii) Transferring the Normal APEX being Exchanged to the Securities Registrar; and (iii) delivering a duly executed and completed Stripping Notice and Request to the Securities Registrar and Collateral Agent (x) stating that the Holder has deposited the appropriate Qualifying Treasury Securities with the Collateral Agent for deposit in the Collateral Account, (y) stating that the Holder is Transferring the related Normal APEX to the Securities Registrar in connection with an Exchange of such Normal APEX and Qualifying Treasury Securities for a Like Amount of Stripped APEX and Capital APEX, and (z) requesting the delivery to the Holder of such Stripped APEX and Capital APEX, the Collateral Agent shall, upon the deposit and Transfer pursuant to clauses (i) and (ii) and receipt of the notice and request referred to in clause (iii), (w) be deemed to accept the Qualifying Treasury Securities deposited pursuant to clause (i) as Collateral subject to the Pledge, (x) release Pledged Notes of a Like Amount from the Pledge, (y) Transfer such Pledged Notes to the Custodial Account free and clear of the Company’s security interest therein, and (z) confirm to the Property Trustee in writing that such release and Transfer has occurred. The Custodial Agent shall continue to hold such Notes as Custody Notes pursuant to Article IV. (b) The Securities Registrar, pursuant to the procedures provided for in Section 5.11 of the Declaration of Trust Agreement dealing with increasing and decreasing the number of Trust Preferred Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall cancel the number of Normal APEX Transferred pursuant to Section 6.02(a) and deliver a Like Amount of Stripped APEX and Capital APEX to the Holder, all by making appropriate notations on the Book-Entry Trust Preferred Securities Certificates of the appropriate ClassSeries. (c) The substitution of Qualifying Treasury Securities, or security entitlements thereto, for financial assets held in the Collateral Account pursuant to this Section 6.02, shall not constitute a novation of the security interest created hereby.