Common use of Exchanges Clause in Contracts

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner/Holder”) is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner/Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Capital Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Capital Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”Affiliated Owner/Holder") is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesSubordinated Debentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner/Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Capital Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Subordinated Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Capital Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, provided that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. a.m. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. a.m. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at Upon receipt of Proper Instructions, exchange securities, interim receipts or temporary securities held by it or by any time agent or Subcustodian appointed by it pursuant to paragraph 7C hereof for the Depositor account of each Portfolio, for other securities alone or for other securities and cash, and expend cash insofar as cash is available in connection with any merger, consolidation, reorganization, recapitalization, split-up of its Affiliates (shares, changes of par value, conversion or in either caseconnection with the exercise of warrants, subscription or purchase rights, or otherwise, and deliver securities to the designated depository or other receiving agent or Subcustodian in response to tender offers or similar offers to purchase received in writing; provided that in any such case the securities and/or cash to be received as a “Depositor Affiliate”) is the Owner or Holder result of any Preferred Securitiessuch exchange, such Depositor Affiliate shall have the right to deliver to the Property Trustee all expenditure or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused delivery are to be delivered to the Property Trustee Provident (or its designee agents or Subcustodians). Provident shall give notice as provided under paragraph 15 hereof to the Preferred Securities Fund in connection with any transaction specified in this paragraph and at the same time shall specify to the Fund whether such notice relates to securities held by an agent or Subcustodian appointed pursuant to paragraph 7C hereof, so that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on Fund may issue to Provident Proper Instructions for Provident to act thereon prior to any expiration date (which such exchange is to occur. After the exchange, such Preferred Securities will shall be canceled and will no longer be deemed presumed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately two business days prior to such exchangedate unless Provident has previously advised the Fund of a different period). The Fund shall give to Provident full details of the time and method of submitting securities in response to any tender or similar offer, for exercising any subscription or purchase right or making any exchange pursuant to this paragraph. When such proportional amount securities are in the possession of Common Securities held an agent or Subcustodian appointed by Provident pursuant to paragraph 7C hereof, the Depositor Proper Instructions referred to in the preceding sentence must be received by Provident in timely enough fashion (which contemporaneously shall be canceled and no longer be deemed presumed to be Outstanding); provided, that three business days unless Provident has advised the Depositor delivers Fund in writing of a different period) for Provident to notify the agent or causes Subcustodian in sufficient time to be delivered permit such agent to the Property Trustee or its designee the required amount of Common Securities act prior to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occurany expiration date.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”Affiliated Owner/Holder") is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner/Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Capital Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Capital Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York City time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York City time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections Section 2.2 and Section 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Section 2.2 and Section 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, provided that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Trust Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Trust Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Trust Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Trust Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Trust Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Trust Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Trust Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Trust Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner”) is the Owner or Holder owner of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date date on which such exchange shall occur, which shall not be a date following the record date for any Distribution and prior to the Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of for such election notice Distribution and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Securities Capital Securities, including accumulated but unpaid Distributions thereon, will cease. In the event such Capital Securities are Book-Entry Capital Securities, upon such exchange the Property Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry Capital Securities Certificate or Certificates evidencing such Book-Entry Capital Securities to evidence the reduction in the liquidation amount thereof resulting from such cancellation. (b) In Notwithstanding anything else in this Trust Agreement to the case of an exchange described contrary, in order to effectuate the exchanges contemplated by this Section 4.9(a)4.9, the Property Issuer Trust is hereby authorized to execute, deliver and perform, and the Depositor or any Administrative Trustee on behalf of the Trust willIssuer Trust, acting singly or collectively, is hereby authorized to execute and deliver on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount behalf of the aggregate Liquidation Amount of Issuer Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged exchanges made pursuant to this Section 4.9(a) divided by the aggregate Liquidation Amount 4.9, in each case without further vote or approval of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occurany other Person.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner”) is the Holder or Preferred Security Beneficial Owner or Holder of any Preferred Securities, such Depositor Affiliate Affiliated Owner shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, Debentures with a Like Amount principal amount equal to the aggregate liquidation amount of Notesthe Preferred Securities to be so exchanged. Such election (i) shall be exercisable effective on any Distribution Date effected by such Depositor Affiliate Affiliated Owner delivering to the Property Trustee a written notice of such election (A) specifying the Liquidation Amount liquidation amount of the Preferred Securities with respect to which such election is being made and (B) the Distribution Date date on which such exchange shall occur, which Distribution Date date shall not be not less than ten three (103) Business Days after the date of receipt by the Property Trustee of such election notice notice, and which may be any date other than the record date for any Distribution or a date from such record date to and including the Distribution Date for such Distribution and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that which are the subject of such election by 10:00 A.M. New York City time, on the Distribution Date date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled cancelled and will no longer be deemed to be Outstanding outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Securities will cease. (b) , including accumulated but unpaid Distributions thereon. In the case of event such Preferred Securities are Book-Entry Preferred Securities, upon such exchange the Property Trustee, in its capacity as registrar, shall cause an exchange described annotation to be made on the Book-Entry Preferred Securities Certificate or Certificates evidencing such Book-Entry Preferred Securities to evidence the reduction in Section 4.9(a)the liquidation amount thereof resulting from such cancellation. Notwithstanding anything else in this Agreement to the contrary, in order to effectuate the exchanges contemplated by this Section, the Trust is hereby authorized to execute, deliver and perform, and the Depositor, the Property Trustee, any Administrative Trustee or the registrar, on behalf of the Trust willTrust, acting singly or collectively, is hereby authorized to execute and deliver on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount behalf of the aggregate Liquidation Amount of Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged exchanges made pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount this Section, in each case without further vote or approval of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occurany other Person.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. . (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor Sponsor or any of its Affiliates (in either case, a “Depositor AffiliateSponsor Affiliated Owner”) is the acquires any Preferred Securities (whether as a Preferred Security Beneficial Owner or as a Holder of any a Definitive Preferred SecuritiesSecurity Certificate), such Depositor Affiliate Sponsor Affiliated Owner shall have the right to deliver to the Property Institutional Trustee or its designee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Sponsor Affiliated Owner delivering to the Property Institutional Trustee a written notice of such election (A) specifying the Liquidation Amount aggregate liquidation amount of the Preferred Securities with respect to which such election is being made and (B) the Distribution Date date on which such exchange shall occur, which Distribution Date date shall not be not less than ten three (103) Business Days after the date of receipt by the Property Institutional Trustee of such election notice notice, and which may be any date other than the record date for any Distribution or a date from such record date to and including any date upon which such Distribution is made and (ii) shall be conditioned upon such Depositor Affiliate Sponsor Affiliated Owner having delivered or caused to be delivered to the Property Institutional Trustee or its designee the Preferred Securities that which are the subject of such election by 10:00 A.M. New York City time, on the Distribution Date date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled cancelled and will no longer be deemed to be Outstanding outstanding for any purpose and all rights of the Depositor Affiliate Sponsor or its Affiliate(s) with respect to such Preferred Securities will cease, including accumulated but unpaid Distributions thereon. In the event such Preferred Securities are Book-Entry Preferred Securities, upon such exchange the Institutional Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry Preferred Securities Certificate or Certificates evidencing such Book-Entry Preferred Securities to evidence the reduction in the liquidation amount thereof resulting from such cancellation. (b) In Notwithstanding anything else in this Declaration to the case of an exchange described contrary, in order to effectuate the exchanges contemplated by Section 4.9(a)9.10(a) above, the Property Trust is hereby authorized to execute, deliver and perform, and the Sponsor, the Institutional Trustee, any Regular Trustee or the Securities Registrar, on behalf of the Trust willTrust, acting singly or collectively, is hereby authorized to execute and deliver on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount behalf of the aggregate Liquidation Amount of Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged exchanges made pursuant to Section 4.9(a9.10(a) divided by the aggregate Liquidation Amount above, in each case without further vote or approval of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occurany other Person.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) . In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”Affiliated Owner/Holder") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Deposition Affiliate/Owner/ Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a4.10(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor Sponsor or any of its Affiliates (in either case, a “Depositor AffiliateSponsor Affiliated Owner”) is the Owner or Holder of any Preferred SecuritiesApex, such Depositor Affiliate Sponsor Affiliated Owner shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities Apex as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesPreferred Stock. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Sponsor Affiliated Owner delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities the Apex with respect to which such election is being made and the Distribution Date date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice occur and (ii) shall be conditioned upon such Depositor Affiliate Sponsor Affiliated Owner having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that Apex which are the subject of such election by 10:00 A.M. New York City time, on the Distribution Date date on which such exchange is to occur. After the exchange, such Preferred Securities Apex will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate Sponsor or its Affiliate(s) with respect to such Preferred Securities Apex will cease. In the event such Apex are Book-Entry Apex, upon such exchange the Property Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry Apex Certificate or Certificates evidencing such Book-Entry Apex to evidence the reduction in the liquidation amount thereof resulting from such cancellation. (b) In Notwithstanding anything else in this Trust Agreement to the case of an exchange described contrary, in order to effectuate the exchanges contemplated by this Section 4.9(a)4.7, the Property Issuer Trust is hereby authorized to execute, deliver and perform, and the Sponsor or any Administrative Trustee on behalf of the Trust willIssuer Trust, acting singly or collectively, is hereby authorized to execute and deliver on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount behalf of the aggregate Liquidation Amount of Issuer Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged exchanges made pursuant to this Section 4.9(a) divided by the aggregate Liquidation Amount 4.7, in each case without further vote or approval of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occurany other Person.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”"DEPOSITOR AFFILIATE") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(aSECTION 4.9(A), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(aSECTION 4.9(A) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); providedPROVIDED, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either any such case, a “Depositor AffiliateAffiliated Holder”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate Affiliated Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 the terms of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures (such an exchange being referred to herein as an “Exchange”). Such election (i) shall be exercisable exercisable, and shall be effective on any Business Day, provided that such Business Day is not a record date or any date falling between a record date and a Distribution Date Date, by such Depositor Affiliate Affiliated Holder delivering to the Property Trustee a written notice of such election specifying the aggregate Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date date on which such exchange Exchange shall occur, which Distribution Date date shall be not less than ten (10) 10 Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that which are the subject of such election by 10:00 A.M. a.m., New York City time, on the Distribution Date date on which such exchange Exchange is to occur. After the exchangeExchange, such Preferred Securities will shall be canceled and will shall no longer be deemed to be Outstanding and all rights of the Depositor Affiliate Affiliated Holder with respect to such Preferred Securities will shall cease. So long as the Preferred Securities are in book-entry-only form, the delivery and the cancellation of the Preferred Securities pursuant to this Section 4.09 shall be made in accordance with the customary procedures for the Clearing Agency for the Preferred Securities. (b) In the case of an exchange described in Section 4.9(a)Exchange, the Property Trustee on behalf of the Trust willshall, on the date of such exchangeExchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding outstanding Common Securities, Securities based on the ratio of the (i) aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) 4.09(a), divided by (ii) the aggregate Liquidation Amount liquidation amount of the Preferred Securities Outstanding outstanding immediately prior to such exchangeExchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstandingoutstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. a.m., New York City time, on the Distribution Date date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner”) is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice occur and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Capital Securities will cease. In the event such Capital Securities are Book-Entry Capital Securities, upon such exchange the Property Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry Capital Securities Certificate or Certificates evidencing such Book-Entry Capital Securities to evidence the reduction in the liquidation amount thereof resulting from such cancellation. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Capital Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, provided that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date date on which such exchange is to occur. (c) Notwithstanding anything else in this Trust Agreement to the contrary, in order to effectuate the exchanges contemplated by this Section 4.9, the Issuer Trust is hereby authorized to execute, deliver and perform, and the Depositor or any Administrative Trustee on behalf of the Issuer Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Issuer Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges made pursuant to this Section 4.9, in each case without further vote or approval of any other Person.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner”) is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date date on which such exchange shall occur, which may be any date other than the record date for any Distribution or a date from such record date to and including the Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of for such election notice Distribution and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Capital Securities will cease. In the event such Capital Securities are Book-Entry Capital Securities, upon such exchange the Property Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry Capital Securities Certificate or Certificates evidencing such Book-Entry Capital Securities to evidence the reduction in the liquidation amount thereof resulting from such cancellation. (b) In the case of an exchange described in Section 4.9(a4.8(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a4.8(a) divided by the aggregate Liquidation Amount of the Preferred Capital Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, provided that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date date on which such exchange is to occur. Contemporaneously with the exchange described in this Section 4.8(b), a Common Securities Certificate evidencing the aggregate Liquidation Amount of the Common Securities Outstanding after giving effect to such exchange shall be issued to the Depositor in accordance with Section 5.3. (c) Notwithstanding anything else in this Trust Agreement to the contrary, in order to effectuate the exchanges contemplated by this Section 4.8, the Issuer Trust is hereby authorized to execute, deliver and perform, and the Depositor or any Administrative Trustee on behalf of the Issuer Trust, acting singly or collectively, is hereby authorized to execute and deliver on behalf of the Issuer Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the exchanges made pursuant to this Section 4.8, in each case without further vote or approval of any other Person.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections SECTIONS 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section SECTION 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section SECTION 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”Affiliated Owner/Holder") is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner/Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Capital Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Capital Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. on New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, provided that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor Sponsor or any of its Affiliates (in either case, a “Depositor AffiliateSponsor Affiliated Holder”) is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Sponsor Affiliated Holder shall have the right to deliver to the Property Trustee via the Security Registrar all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures in an aggregate principal amount equal to the stated liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accumulated and unpaid Distributions on, the Capital Securities. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Sponsor Affiliated Holder delivering to the Property Trustee and the Security Registrar a written notice of such election specifying the Liquidation Amount liquidation amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date date on which such exchange shall occur, which Distribution Date date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee and the Security Registrar of such election notice and which may be any date other than a record date for any Distribution or a date from such record date to and including the Distribution Date for such Distribution and (ii) shall be conditioned upon such Depositor Affiliate Sponsor Affiliated Holder having delivered or caused to be delivered to the Property Trustee or its designee via the Preferred Security Registrar the Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate Sponsor or its Affiliate(s) with respect to such Preferred Securities Capital Securities, including accumulated but unpaid Distributions, will cease. In the event such Capital Securities are book entry interests, upon such exchange the Security Registrar shall cause an annotation to be made on the related Global Security or certificates evidencing such book entry interests to evidence the reduction in the liquidation amount thereof resulting from such cancellation. (b) In the case of an exchange described in Section 4.9(a4.4(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount liquidation amount of the Outstanding outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount liquidation amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a4.4(a) divided by the aggregate Liquidation Amount liquidation amount of the Preferred Capital Securities Outstanding outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor Sponsor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstandingoutstanding); provided, that the Depositor Sponsor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner/Holder”) is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesSubordinated Debentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner/Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Capital Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Subordinated Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Capital Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, provided that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. 12:00 noon New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. 12:00 noon New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner/Holder”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebt Securities. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Deposition Affiliate/Owner/ Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a4.10(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Debt Securities having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election (which may be a part of the notice delivered pursuant to clause (i) above) specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If If, at any time time, the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner/Holder”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebt Securities. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliate/Owner/ Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that which are the subject of such election by 10:00 A.M. A.M., New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a4.10(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Debt Securities having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. A.M., New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (ai) If at any time From and after the Depositor or any Merger 1 Effective Time, each holder of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver an outstanding certificate which immediately prior to the Property Trustee all or such portion Merger 1 Effective Time represented shares of its Preferred Securities as it elects and, subject Edisto Common Stock (an "Edisto Certificate") shall be entitled to compliance with Sections 2.2 and 3.5 of the Indenture, receive, receive in exchange therefor, upon surrender thereof to the Exchange Agent, a Like Amount certificate or certificates representing the number of Noteswhole shares of Parent Common Stock to which such holder is entitled pursuant to Section 4(a)(i)(A) and the amount of Merger 1 Cash Consideration to which such holder is entitled. Such election From and after the Merger 2 Effective Time, each holder of an outstanding certificate which immediately prior to the Merger 2 Effective Time represented shares of Convest Common Stock (ia "Convest Certificate") shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering entitled to receive in exchange therefor, upon surrender thereof to the Property Trustee Exchange Agent, a written notice certificate or certificates representing the number of whole shares of Parent Common Stock to which such election specifying the Liquidation Amount holder is entitled pursuant to Section 4(a)(ii)(A). Notwithstanding any other provision of Preferred Securities this Agreement, (A) until holders or transferees of Edisto Certificates or Convest Certificates have surrendered them for exchange as provided herein, no dividends shall be paid with respect to which any shares represented by such election is being certificates and no payment for fractional shares shall be made and (B) without regard to when such Edisto Certificates or Convest Certificates are surrendered for exchange as provided herein, no interest shall be paid on any dividends or any payment for fractional shares. Upon surrender of an Edisto Certificate or a Convest Certificate, respectively, there shall be paid to the Distribution Date on holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrender. (ii) If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Edisto Certificate or Convest Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall occur, which Distribution Date shall be not less than ten pay any applicable transfer or other taxes required by reason of such issuance. (10iii) Business Days Promptly after the date Merger 2 Effective Time, Parent shall make available to the Exchange Agent (A) the certificates representing shares of receipt by Parent Common Stock required to effect the Property Trustee of such election notice exchanges referred to in paragraphs (d)(i) and (ii) above and (B) funds sufficient for the payment of the aggregate Merger 1 Cash Consideration required to effect the exchange referred to in paragraph (i) above and for payment of any fractional shares referred to in Section 4(e) (the "Exchange Fund"), it being understood that any and all interest earned on funds made available to the Exchange Agent pursuant to this Agreement shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to for the Property Trustee or its designee account of, and shall remain the Preferred Securities that are the subject of such election by 10:00 A.M. New York timeproperty of, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will ceaseParent. (biv) In (A) Promptly after the case Merger 2 Effective Time, but in no event later than ten business days, the Exchange Agent shall mail to each holder of record of an Edisto Certificate (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Edisto Certificates shall pass, only upon actual delivery of the Edisto Certificates to the Exchange Agent) and (y) instructions for use in effecting the surrender of the Edisto Certificates in exchange described for certificates representing shares of Parent Common Stock and Merger 1 Cash Consideration. Upon surrender of Edisto Certificates for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall reasonably require, the holder of such Edisto Certificates shall be entitled to receive in exchange therefor (1) a certificate representing that number of whole shares, if any, of Parent Common Stock into which the shares of Edisto Common Stock theretofore represented by the Edisto Certificates so surrendered shall have been converted pursuant to the provisions of Section 4.9(a4(a)(i)(A)(x), and (2) the Property Trustee on behalf amount of Merger 1 Cash Consideration into 13 which the Trust willnumber of shares of Edisto Common Stock previously represented by such Edisto Certificates so surrendered shall have been converted pursuant to the provisions of Section 4(a)(i)(A)(y), on and the date of such exchangeEdisto Certificates so surrendered shall be canceled. Notwithstanding the foregoing, exchange Notes having a principal amount equal neither the Exchange Agent nor any party hereto shall be liable to a proportional amount holder of the aggregate Liquidation Amount shares of the Outstanding Edisto Common Securities, based on the ratio Stock for any shares of the aggregate Liquidation Amount of the Preferred Securities exchanged Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchangeapplicable abandoned property, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers escheat or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occursimilar laws.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”Affiliated Owner/Holder") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebt Securities. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Deposition Affiliate/Owner/ Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a4.10(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Debt Securities having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York City time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. A.M., New York City time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”) " is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York City time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York City time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 11:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 11:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, ------------ --- in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the --------------- Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the --------------- Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections Section 2.2 and Section 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Section 2.2 and Section 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 1O:OO A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease.. 21 (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. SECTION 4.10.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner”) is the Owner or Holder owner of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities (in $1,000 Liquidation Amount increments) as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date date on which such exchange shall occur, which shall not be a date following the record date for any Distribution and prior to the Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of for such election notice Distribution and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Securities Capital Securities, including accumulated but unpaid Distributions thereon, will cease. In the event such Capital Securities are Book-Entry Capital Securities, upon such exchange the Property Trustee, in its capacity as Securities Registrar, shall cause an annotation to be made on the Book-Entry Capital Securities Certificate or Certificates evidencing such Book-Entry Capital Securities to evidence the reduction in the liquidation amount thereof resulting from such cancellation. In the event such Capital Securities are not Book-Entry Capital Securities, upon such exchange the Property Trustee, shall issue a balance certificate representing the remaining Capital Securities and Liquidation Amount. (b) In Notwithstanding anything else in this Trust Agreement to the case of an exchange described contrary, in order to effectuate the exchanges contemplated by this Section 4.9(a)4.9, the Property Issuer Trust is hereby authorized to execute, deliver and perform, and the Depositor or any Administrative Trustee on behalf of the Trust willIssuer Trust, acting singly or collectively, is hereby authorized to execute and deliver on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount behalf of the aggregate Liquidation Amount of Issuer Trust, an exchange agreement, cancellation letter, and any and all other documents, agreements, or certificates contemplated by or related to the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged exchanges made pursuant to this Section 4.9(a) divided by the aggregate Liquidation Amount 4.9, in each case without further vote or approval of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occurany other Person.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York City time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”Affiliate ") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesNotes in the corresponding series. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount and series of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes in the same series and having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common SecuritiesSecurities of that series, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding in that series immediately prior to such exchange, for such proportional amount of Common Securities in that series held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor AffiliateAffiliated Owner/Holder”) is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Owner/Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesJunior Subordinated Debentures. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate Affiliated Owner/Holder delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred the Capital Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Owner/Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Capital Securities will be canceled cancelled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate or its Affiliate(s) with respect to such Preferred Capital Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Issuer Trust will, on the date of such exchange, exchange Notes Junior Subordinated Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Capital Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Capital Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstanding); provided, provided that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Common Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Common Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of NotesICONs. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee a written notice of such election specifying the Liquidation Amount of Preferred Common Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Common Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Common Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Common Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes ICONs having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Common Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Common Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities ICONs held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities ICONs to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either any such case, a “Depositor AffiliateAffiliated Holder”) is the Owner or Holder of any Preferred Securities, such Depositor Affiliate Affiliated Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 the terms of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures (such an exchange being referred to herein as an “Exchange”). Such election (i) shall be exercisable exercisable, and shall be effective on any Business Day, provided that such Business Day is not a record date or any date falling between a record date and a Distribution Date Date, by such Depositor Affiliate Affiliated Holder delivering to the Property Trustee a written notice of such election specifying the aggregate Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date date on which such exchange Exchange shall occur, which Distribution Date date shall be not less than ten (10) ___ Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that which are the subject of such election by 10:00 A.M. a.m. New York time, City time on the Distribution Date date on which such exchange Exchange is to occur. After the exchangeExchange, such Preferred Securities will shall be canceled cancelled and will shall no longer be deemed to be Outstanding outstanding and all rights of the Depositor Affiliate Affiliated Holder with respect to such Preferred Securities will shall cease. So long as the Preferred Securities are in book-entry-only form, the delivery and the cancellation of the Preferred Securities pursuant to this Section 4.8 shall be made in accordance with the customary procedures for the Clearing Agency for the Capital Securities. (b) In the case of an exchange Exchange described in Section 4.9(a4.8(a), the Property Trustee on behalf of the Trust willshall, on the date of such exchangeExchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on such proportional amount determined by multiplying the aggregate Liquidation Amount of the Outstanding Common Securities by the ratio of the aggregate Liquidation Amount liquidation amount of the Preferred Securities exchanged pursuant to Section 4.9(a4.8(a) divided by to the aggregate Liquidation Amount liquidation amount of the Preferred Securities Outstanding outstanding immediately prior to such exchangeExchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstandingoutstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. a.m., New York City time, on the Distribution Date date on which such exchange Exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election (which may be a part of the notice delivered pursuant to clause (i) above) specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “"Depositor Affiliate”") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(a), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”"DEPOSITOR AFFILIATE") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(aSECTION 4.9(A), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant to Section 4.9(aSECTION 4.9(A) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); providedPROVIDED, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”"DEPOSITOR AFFILIATE") is the Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have the right to deliver to the Property Trustee all or such portion of its Preferred Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election (i) shall be exercisable effective on any Distribution Date by such Depositor Affiliate delivering to the Property Trustee (i) at least ten (10) Business Days prior to the Distribution Date on which such exchange is to occur, the registration instructions and the documentation, if any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written notice of such election specifying the Liquidation Amount of Preferred Securities with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten (10) Business Days after the date of receipt by the Property Trustee of such election notice and (iiiii) shall be conditioned upon such Depositor Affiliate having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Securities that are the subject of such election by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur. After the exchange, such Preferred Securities will be canceled and will no longer be deemed to be Outstanding and all rights of the Depositor Affiliate with respect to such Preferred Securities will cease. (b) In the case of an exchange described in Section 4.9(aSECTION 4.9(A), the Property Trustee on behalf of the Trust will, on the date of such exchange, exchange Notes having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of the aggregate Liquidation Amount of the Preferred 23 Securities exchanged pursuant to Section 4.9(aSECTION 4.9(A) divided by the aggregate Liquidation Amount of the Preferred Securities Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); providedPROVIDED, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which such exchange is to occur.

Exchanges. (a) If at any time the Depositor or any of its Affiliates (in either any such case, a “Depositor AffiliateAffiliated Holder”) is the Owner or Holder of any Preferred Capital Securities, such Depositor Affiliate Affiliated Holder shall have the right to deliver to the Property Trustee all or such portion of its Preferred Capital Securities as it elects and, subject to compliance with Sections 2.2 and 3.5 the terms of the Indenture, receive, in exchange therefor, a Like Amount of NotesDebentures (such an exchange being referred to herein as an “Exchange”). Such election (i) shall be exercisable exercisable, and shall be effective on any Business Day, provided that such Business Day is not a record date or any date falling between a record date and a Distribution Date Date, by such Depositor Affiliate Affiliated Holder delivering to the Property Trustee a written notice of such election specifying the aggregate Liquidation Amount of Preferred Capital Securities with respect to which such election is being made and the Distribution Date date on which such exchange Exchange shall occur, which Distribution Date date shall be not less than ten (10) [•] Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon such Depositor Affiliate Affiliated Holder having delivered or caused to be delivered to the Property Trustee or its designee the Preferred Capital Securities that which are the subject of such election by 10:00 A.M. a.m. New York City time, on the Distribution Date date on which such exchange Exchange is to occur. After the exchangeExchange, such Preferred Capital Securities will shall be canceled cancelled and will shall no longer be deemed to be Outstanding outstanding and all rights of the Depositor Affiliate Affiliated Holder with respect to such Preferred Capital Securities will shall cease. So long as the Capital Securities are in book-entry-only form, the delivery and the cancellation of the Capital Securities pursuant to this Section 4.8 shall be made in accordance with the customary procedures for the Clearing Agency for the Capital Securities. (b) In the case of an exchange Exchange described in Section 4.9(a4.8(a), the Property Trustee on behalf of the Issuer Trust willshall, on the date of such exchangeExchange, exchange Notes Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities, based on the ratio of such proportional amount determined by multiplying the aggregate Liquidation Amount of the Preferred Outstanding Common Securities by the ratio of the aggregate liquidation amount of the Capital Securities exchanged pursuant to Section 4.9(a4.8(a) divided by to the aggregate Liquidation Amount liquidation amount of the Preferred Capital Securities Outstanding outstanding immediately prior to such exchangeExchange, for such proportional amount of Common Securities held by the Depositor (which contemporaneously shall be canceled cancelled and no longer be deemed to be Outstandingoutstanding); provided, that the Depositor delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 10:00 A.M. a.m., New York City time, on the Distribution Date date on which such exchange Exchange is to occur.