Common use of GLOBAL PREFERRED SECURITIES Clause in Contracts

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof unless (a) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are unable to locate a qualified successor, (b) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, (c) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) or (d) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (a), (b) or (c) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities to such Owners requesting the same; provided, however, that no Definitive Preferred Securities shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of the

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof unless as set forth in Section 502(b) unless: (ai) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are unable to locate a qualified successor, ; (bii) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, ; (ciii) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) ); or (div) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security Certificate shall be issued in an amount representing less than $100,000 10 in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (ai), (bii) or (ciii) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities Security Certificate to such Owners requesting the same; provided, however, that no Definitive Preferred Securities Security Certificate shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of a Definitive Preferred Securities Certificate, the Trustees shall recognize the Holder of the Definitive Preferred Securities Certificate as a Securityholder. Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if Definitive Preferred Securities Certificates are to be exchanged in whole or in part for a Global Preferred Security, then either: (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V; or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to Section 502, or increased, by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Security to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such Definitive Preferred Securities Certificates to be so exchanged for beneficial interests in the Global Preferred Security represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and Section 502 hereof; provided, however, that no Definitive Preferred Securities Certificates shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Property Trustee or the Administrative Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Property Trustee and Administrative Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (d) Every Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant hereto, the Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants. Not in limitation of the other provisions herein contained, the Property Trustee is authorized and empowered hereby to execute the Certificate Depositary Agreement.

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof unless as set forth in Section 502(b) unless: (ai) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are unable to locate a qualified successor, ; (bii) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, ; (ciii) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) ); or (div) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security Certificate shall be issued in an amount representing less than $100,000 _______ in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (ai), (bii) or (ciii) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities Security Certificate to such Owners requesting the same; provided, however, that no Definitive Preferred Securities Security Certificate shall be issued in an amount representing less than $10 ____ in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of a Definitive Preferred Securities Certificate, the Trustees shall recognize the Holder of the Definitive Preferred Securities Certificate as a Securityholder. Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if Definitive Preferred Securities Certificates are to be exchanged in whole or in part for a Global Preferred Security, then either: (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V; or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to Section 502, or increased, by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Security to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such Definitive Preferred Securities Certificates to be so exchanged for beneficial interests in the Global Preferred Security represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and Section 502 hereof; provided, however, that no Definitive Preferred Securities Certificates shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Property Trustee or the Administrative Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Property Trustee and Administrative Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (d) Every Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant hereto, the Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants. Not in limitation of the other provisions herein contained, the Property Trustee is authorized and empowered hereby to execute the Certificate Depositary Agreement.

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof unless (ai) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are Property Trustee is unable to locate a qualified successor, (bii) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, (ciii) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) or (div) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however however, that no Definitive Preferred Security shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of 100 Preferred Securities. Upon the occurrence of any event specified in clause (ai), (bii) or (ciii) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities to such Owners requesting the same; provided, however, that no Definitive Preferred Securities shall be issued in an amount representing less than $10 100,000 in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates Certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute a Definitive Preferred Securities Certificates Security in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of the Definitive Preferred Security, the Trustees shall recognize the Holder of a Definitive Preferred Security as a Securityholder. Definitive Preferred Securities shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities or cancelled in part, or if Definitive Preferred Securities are to be exchanged in whole or in part for a Global Preferred Security, then either (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article Five or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to Section 5.2, or increased, by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Security to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such Definitive Preferred Security to be so exchanged for beneficial interests in the Global Preferred Security represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities in accordance with the instructions of the Clearing Agency; provided, however, that no Definitive Preferred Securities shall be issued in an amount representing less than $100,000 -25- in Aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Trustees or the Administrative Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities, the Trustees and Administrative Trustees shall recognize the Holders of the Definitive Preferred Securities as Securityholders. The Definitive Preferred Securities shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (d) Every Definitive Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article Five or Article Four or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Definitive Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities are issued pursuant to Section 5.4(b), the initial Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants.

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of transfer (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities Certificates or canceled in part, or if Definitive Preferred Securities Certificates are to be exchanged in whole or in part may be registeredfor a Global Preferred Security, in the name of any Person other than the Clearing Agency for then either (i) such Global Preferred Securities Security shall be so surrendered for exchange or a nominee thereof unless cancellation as provided in this Article or (aii) the Clearing Agency advises aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to SECTION 502, or increased, by an amount equal to the Property Trustee in writing Liquidation Amount represented by that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to portion of the Global Preferred SecuritiesSecurity to be so exchanged or canceled, and or equal to the Administrative Trustees are unable Liquidation Amount represented by such Definitive Preferred Securities Certificates to locate a qualified successor, (b) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, (c) after the occurrence of a Debenture Event of Default be so exchanged for beneficial interests in the circumstances described in Section 511A(a) or (d) pursuant to the following sentence. All or any portion of a Global Preferred Security represented thereby, as the case may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request be, by means of an appropriate adjustment made by on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (a), (b) or (c) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities make a corresponding adjustment to such Owners requesting the same; provided, however, that no Definitive Preferred Securities shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securitiesits records. Upon surrender to the Administrative Trustees or the Securities Registrar of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of thethe Clearing Agency and SECTION 502; provided, however, that no Definitive Preferred Securities Certificates shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Trustees or the Administrative (d) Every Definitive Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article or ARTICLE IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Definitive Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificate are issued pursuant to SECTION 503A(b), the Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants.

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof unless as set forth in Section 502(b) unless: (ai) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are unable to locate a qualified successor, ; (bii) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, ; (ciii) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) ); or (div) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security Certificate shall be issued in an amount representing less than Ten Dollars ($100,000 10) in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (ai), (bii) or (ciii) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities Security Certificate to such Owners requesting the same; provided, however, that no Definitive Preferred Securities Security Certificate shall be issued in an amount representing less than Ten Dollars ($10 10) in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of a Definitive Preferred Securities Certificate, the Trustees shall recognize the Holder of the Definitive Preferred Securities Certificate as a Securityholder. Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if Definitive Preferred Securities Certificates are to be exchanged in whole or in part for a Global Preferred Security, then either: (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V; or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to Section 502, or increased, by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Security to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such Definitive Preferred Securities Certificates to be so exchanged for beneficial interests in the Global Preferred Security represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and Section 502 hereof; provided, however, that no Definitive Preferred Securities Certificates shall be issued in an amount representing less than Ten Dollars ($10) in aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Property Trustee or the Administrative Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Property Trustee and Administrative Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (d) Every Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant hereto, the Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants. Not in limitation of the other provisions herein contained, the Property Trustee is authorized and empowered hereby to execute the Certificate Depositary Agreement.

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Definitive Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee or custodian thereof unless (a) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Depositor or Administrative Trustees are unable Trustee fails to locate appoint a qualified successorsuccessor within 90 days of such notice, (b) the Trust Depositor at its option advises the Clearing Agency in writing that it elects to eliminate terminate the global system through the Clearing Agency, (c) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) has occurred and is continuing or (d) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Definitive Preferred Security that has a like aggregate principal amount Liquidation Amount and is not a Global Preferred Security upon at least 20 days' prior written request notice made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however however, that no Definitive Preferred Security shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (a), (b) or (c) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities to such Owners requesting the same; provided, however, that no Definitive Preferred Securities shall be issued in an amount representing less than $10 100,000 in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute a Definitive Preferred Securities Certificates Security in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of the Definitive Preferred Security, the Trustees shall recognize the Holder of a Definitive Preferred Security as a Securityholder. Definitive Preferred Securities shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities or cancelled in part, or if Definitive Preferred Securities are to be exchanged in whole or in part for a Global Preferred Security, then either (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article Five or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof unless (a) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are unable to locate a qualified successor, (b) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, (c) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) or (d) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (a), (b) or (c) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities to such Owners requesting the same; provided, however, that no Definitive Preferred Securities shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of the Definitive Preferred Securities Certificate, the Trustees shall recognize the Holder of a Definitive Preferred Securities Certificate as a Securityholder. Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if Definitive Preferred Securities Certificates are to be exchanged in whole or in part for a Global Preferred Security, then either (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to Section 502, or increased, by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Security to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such Definitive Preferred Securities Certificates to be so exchanged for beneficial interests in the Global Preferred Security represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and Section 502 hereof; provided, however, that no Definitive Preferred Securities Certificates shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Trustees or the Administrative Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees and Administrative Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (d) Every Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant hereto, the Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants. Not in limitation of the other provisions herein contained, the Property Trustee is authorized and empowered hereby to execute the Certificate Depositary Agreement.

GLOBAL PREFERRED SECURITIES. (a) Each The Global Preferred Security Securities issued under this Trust Agreement shall be registered in the name of the nominee of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such the Property Trustee as custodian for the Clearing Agency or a nominee thereof or custodian thereforAgency. (b) Notwithstanding any other provision in this Trust Agreement, no the Global Preferred Securities may not be exchanged in whole or in part for Preferred Securities registered, and no transfer of the Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities Security, Cede, or a other nominee thereof unless (ai) the such Clearing Agency advises the Depositor and the Property Trustee in writing that the such Clearing Agency is no longer willing or able to properly discharge its responsibilities as Clearing Agency with respect to the such Global Preferred SecuritiesSecurity, and the Administrative Trustees are Depositor is unable to locate a qualified successor, (bii) the Depositor on behalf of the Issuer Trust at its option advises the Clearing Agency Depositary in writing that it elects to eliminate terminate the global book- entry system through the Clearing Agency, or (ciii) after the occurrence of a Debenture there shall have occurred and be continuing an Event of Default in the circumstances described in Section 511A(a) or (d) pursuant to the following sentence. All or any portion event which after notice or lapse of time or both would be an Event of Default. In addition, beneficial interests in a Global Preferred Security may be exchanged for a Preferred Securities Certificate registered in the name of the owner of such beneficial interest upon request but only upon at least twenty (20) days prior written notice given to the Property Trustee by or on behalf of the Depositary in accordance with the Applicable Procedures. (c) Every Preferred Security that has a like aggregate principal amount executed, authenticated and is not delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Preferred Security upon 20 days' prior written request made or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Preferred Security, unless such Global Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (d) The Clearing Agency or its nominee, as the registered owner of the Global Preferred Security, shall be considered the Holder of the Preferred Securities represented by the Global Preferred Security for all purposes under this Trust Agreement and the Preferred Securities, and owners of beneficial interests in the Global Preferred Security shall hold such interests pursuant to the Applicable Procedures and, except as otherwise provided herein, shall not be entitled to have any of the individual Preferred Securities represented by the Global Security registered in their names, shall not receive nor be entitled to receive physical delivery of any such Preferred Securities in definitive form and shall not be considered the Holders thereof under this Trust Agreement. Accordingly, any such owner's beneficial interest in the Global Preferred Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Clearing Agency or its authorized representative to nominee. Neither the Property Trustee; provided, however that no Definitive Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. (e) The rights of owners of beneficial interests in the Global Preferred Security shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (a), (b) or (c) above, the Administrative Trustees shall notify exercised only through the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities to such Owners requesting the same; provided, however, that no Definitive Preferred Securities shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. Upon surrender limited to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held those established by law and agreements between such owners and the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of the.

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, f no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof unless as set forth in Section 502(b) unless: (ai) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are unable to locate a qualified successor, ; (bii) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, ; (ciii) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) ); or (div) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security Certificate shall be issued in an amount representing less than Ten Dollars ($100,000 10) in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (ai), (bii) or (ciii) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities Security Certificate to such Owners requesting the same; provided, however, that no Definitive Preferred Securities Security Certificate shall be issued in an amount representing less than Ten Dollars ($10 10) in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of a Definitive Preferred Securities Certificate, the Trustees shall recognize the Holder of the Definitive Preferred Securities Certificate as a Securityholder. Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if Definitive Preferred Securities Certificates are to be exchanged in whole or in part for a Global Preferred Security, then either: (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V; or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to Section 502, or increased, by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Security to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such Definitive Preferred Securities Certificates to be so exchanged for beneficial interests in the Global Preferred Security represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and Section 502 hereof; provided, however, that no Definitive Preferred Securities Certificates shall be issued in an amount representing less than Ten Dollars ($10) in aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Property Trustee or the Administrative Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Property Trustee and Administrative Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (d) Every Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant hereto, the Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants. Not in limitation of the other provisions herein contained, the Property Trustee is authorized and empowered hereby to execute the Certificate Depositary Agreement.

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof unless (a) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are unable to locate a qualified successor, (b) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, (c) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) or (d) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (a), (b) or (c) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities to such Owners requesting the same; provided, however, that no Definitive Preferred Securities shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of the Definitive Preferred Securities Certificate, the Trustees shall recognize the Holder of a Definitive Preferred Securities Certificate as a Securityholder. Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if Definitive Preferred Securities Certificates are to be exchanged in whole or in part for a Global Preferred Security, then either (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to Section 502, or increased, by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Security to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such Definitive Preferred Securities Certificates to be so exchanged for beneficial interests in the Global Preferred Security represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and Section 502 hereof; provided, however, that no Definitive Preferred Securities Certificates shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Trustees or the Administrative Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees and Administrative Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (d) Every Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant hereto, the Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants.

GLOBAL PREFERRED SECURITIES. (a) Each Global Preferred Security issued under this Trust Agreement shall be registered in the name of the Clearing Agency designated by the Depositor for the related Global Preferred Securities or a nominee thereof and delivered to such Clearing Agency or a nominee thereof or custodian therefor. (b) Notwithstanding any other provision in this Trust Agreement, no Global Preferred Securities may be exchanged in whole or in part for Preferred Securities registered, and no transfer of Global Preferred Securities in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Preferred Securities or a nominee thereof as set forth in Section 502(b) unless (a) the Clearing Agency advises the Property Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities, and the Administrative Trustees are unable to locate a qualified successor, (b) the Trust at its option advises the Clearing Agency in writing that it elects to eliminate the global system through the Clearing Agency, (c) after the occurrence of a Debenture Event of Default in the circumstances described in Section 511A(a) or (d) pursuant to the following sentence. All or any portion of a Global Preferred Security may be exchanged for a Preferred Security that has a like aggregate principal amount and is not a Global Preferred Security upon 20 days' prior written request made by the Clearing Agency or its authorized representative to the Property Trustee; provided, however that no Definitive Preferred Security Certificate shall be issued in an amount representing less than $100,000 in aggregate Liquidation Amount of Preferred Securities. Upon the occurrence of any event specified in clause (a), (b) or (c) above, the Administrative Trustees shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of beneficial interests in Global Preferred Securities, the Delaware Trustee, the Property Trustee and the Administrative Trustees of the occurrence of such event and of the availability of the Definitive Preferred Securities Security Certificate to such Owners requesting the same; provided, however, that no Definitive Preferred Securities Security Certificate shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or certificates representing the Global Preferred Securities held by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute Definitive Preferred Securities Certificates in accordance with the instructions of thethe Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of a Definitive Preferred Securities Certificate, the Trustees shall recognize the Holder of the Definitive Preferred Securities Certificate as a Securityholder. Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (c) If any Global Preferred Security is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if Definitive Preferred Securities Certificates are to be exchanged in whole or in part for a Global Preferred Security, then either (i) such Global Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the aggregate Liquidation Amount represented by such Global Preferred Security shall be reduced, subject to Section 502, or increased, by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Security to be so exchanged or cancelled, or equal to the Liquidation Amount represented by such Definitive Preferred Securities Certificates to be so exchanged for beneficial interests in the Global Preferred Security represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrative Trustees or the Securities Registrar of the Global Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and Section 502 hereof; provided, however, that no Definitive Preferred Securities Certificates shall be issued in an amount representing less than $10 in aggregate Liquidation Amount of Preferred Securities. None of the Securities Registrar, the Property Trustee or the Administrative Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Property Trustee and Administrative Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them. (d) Every Preferred Security executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Preferred Security or any portion thereof, whether pursuant to this Article V or Article IV or otherwise, shall be executed and delivered in the form of, and shall be, a Global Preferred Security, unless such Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as registered owner of a Global Preferred Security, shall be the Holder of such Global Preferred Security for all purposes under this Trust Agreement and the Global Preferred Security, and Owners with respect to a Global Preferred Security shall hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Global Preferred Securities (including the payment of the Liquidation Amount of and Distributions on the beneficial interests in Global Preferred Securities represented thereby and the giving of instructions or directions to Owners of Global Preferred Securities represented thereby) as the sole Holder of the Global Preferred Securities represented thereby and shall have no obligations to the Owners thereof. Neither the Property Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Clearing Agency. The rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law, the Applicable Procedures and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant hereto, the Clearing Agency will make global transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants. Not in limitation of the other provisions herein contained, the Property Trustee is authorized and empowered hereby to execute the Certificate Depositary Agreement.