Common use of Liquidation Clause in Contracts

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.nominee pursuant to a Certificate Depository Agreement substantially in the form of Exhibit B.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes Debentures to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated NotesDebentures, each Holder of Trust Securities shall be entitled to receive, receive after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes Debentures that are distributed in exchange for the Trust Preferred Securities to be listed on such securities exchange as the Trust Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes Debentures issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineenominee pursuant to a Certificate Depository Agreement.

Liquidation. (a) If any an Early Termination Dissolution Event specified in clause (iia), (b), (d) or (e) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate applicable law, to each Securityholder an aggregate principal amount of Debentures equal to the Administrative Trustees), a Like aggregate Liquidation Amount of Junior Subordinated NotesTrust Securities held by such Holder, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing as it appears in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holder; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or, if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date and, unless the Property Trustee determines otherwise, shall be the date which is the fifteenth day (whether or not a Business Day) next preceding the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency or its nominee, as the record holder of such Trust Securities, will receive a registered global certificate or certificates representing a Like Amount of Junior Subordinated Notes will the Debentures to be issued to Holders of Trust Securities Certificates, delivered upon surrender of such certificates to the Administrative Trustees or their agent for exchange, distribution and (iii) any Trust Securities Certificates not so surrendered for exchange held by the Clearing Agency will be deemed to represent a Like an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holders, accruing and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accrued and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Property Trustee for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practicable, the Trust Property shall be liquidated, and the Trust shall be wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines, and an Administrative Trustee shall prepare, execute and file the certificate of cancellation with the Secretary of State of the State of Delaware. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor Holder of the Common Securities will use its best efforts be entitled to have the Junior Subordinated Notes that are distributed in exchange for receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange as shall have a priority over the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeCommon Securities.

Liquidation. (a) If any an Early Termination Event specified in clause (iia) of Section 9.02 9.2 occurs, the Issuer Trust shall be liquidated and by the Property Trustee shall distribute and the Junior Subordinated Notes Administrative Trustees as expeditiously as the Property Trustee and the Administrative Trustees determine to be possible by distributing, after satisfying the Securityholders as provided in this requirements of Section 9.04. (b3808(e) In connection with a distribution of the Junior Subordinated NotesDelaware Statutory Trust Act, to each Holder of Trust Preferred Securities of each Series a Like Amount of Corresponding Assets as of the date of such distribution, subject to Section 9.4(d). If an Early Termination Event specified in clause (d) of Section 9.2 occurs, because such Early Termination Event is also an Early Settlement Event, unless otherwise required by applicable law the Issuer Trust will not be liquidated until after the Stock Purchase Date but, commencing promptly after the Stock Purchase Date, the Issuer Trust shall be entitled liquidated by the Property Trustee and the Administrative Trustees as expeditiously as the Property Trustee and the Administrative Trustees determine to receivebe possible by distributing, after the satisfaction of liabilities to creditors of the Issuer Trust (as evidenced provided by a certificate applicable law, to each Holder of the Administrative Trustees), Trust Preferred Securities of each Series a Like Amount of Junior Subordinated NotesCorresponding Assets as of the date of such distribution, subject to Section 9.4(d). Notice of liquidation shall be given by the Property Trustee or the Administrative Trustees by first-class mail, postage prepaid, mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Preferred Securities of each Series at such Holder's ’s address appearing in the Securities Register. All such notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities of each Series; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities of such Series will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesCorresponding Assets as of the date of such distribution, or if Section 9.4(d) applies, a right to receive a Liquidation Distribution; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates of such Series for Junior Subordinated Notes Corresponding Assets, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Corresponding Assets to SecurityholdersHolders, the Property Trustee Administrative Trustees, through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it they shall deem appropriate to effect the distribution of Junior Subordinated Notes Corresponding Assets in exchange for the Outstanding Trust Securities CertificatesCertificates of the related Series. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) if the Corresponding Assets for a Series of Trust Preferred Securities are Notes or shares of Preferred Stock, certificates representing a Like Amount of Junior Subordinated Notes or Preferred Stock (or fractional interests in or depositary shares for Preferred Stock) will be issued to Holders of Trust Securities CertificatesCertificates of the relevant Series, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, and where Pledged Treasury Securities are Corresponding Assets, Pledged Treasury Securities will be delivered by Book-Entry Transfer to Holders upon surrender of such certificates, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at Corresponding Assets of the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates applicable Series until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest interest, principal, dividends, redemption price or principal otherwise will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesCorresponding Assets) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Notes Corresponding Assets upon surrender of Trust Securities Certificates. (ed) The Depositor In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Corresponding Assets in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Termination Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust’s affairs wound-up, by the Property Trustee in such manner as the Administrative Trustees determine. In such event, upon the winding-up of the Issuer Trust except with respect to an Early Termination Event specified in clause (c) of Section 9.2, Holders will use its best efforts be entitled to have receive out of the Junior Subordinated Notes that are distributed assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such winding-up, the Liquidation Distribution can be paid only in exchange for part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). Holders of the Common Securities to receive Liquidation Distributions will be subordinated to the right of Holders of Trust Preferred Securities to be listed on such securities exchange receive Liquidation Distributions as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued provided in book-entry form to the Clearing Agency or its nomineeSection 4.3(c).

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Capital Securities to be listed on such securities exchange as the Preferred Capital Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.nominee pursuant to a Certificate Depository Agreement substantially in the form of Exhibit B.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Securityholder a Like Amount of Junior Subordinated NotesDebt Securities, subject to clause (d) below. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, Date the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebt Securities; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debt Securities or, if clause (d) below applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debt Securities to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debt Securities in exchange for the Outstanding Trust Securities Certificates. (c) Except where Section 9.2(c) or clause (d) After below applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debt Securities will be issued to Holders holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its commercially practicable efforts to have the Junior Debt Securities listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, if any, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebt Securities, accruing interest at the rate provided for in the Junior Subordinated Notes Debt Securities from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebt Securities) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debt Securities upon surrender of Trust Securities Certificates. (ed) The Depositor will use its best efforts to have In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debt Securities in exchange the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The holder of the Common Securities will be entitled to receive the Liquidation Distribution upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities, and no Liquidation Distribution shall be paid to be listed on such securities exchange as the Holders of the Common Securities unless and until receipt by all Holders of the Preferred Securities are then listed. The Depositor may elect to have of the Junior Subordinated Notes issued entire Liquidation Distribution payable in book-entry form to the Clearing Agency or its nomineerespect thereof.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount the Clearing Agency for the Preferred Capital Securities or its nominee, as the registered Holder of Junior Subordinated Notes will be issued to Holders of Trust the Global Preferred Capital Securities Certificates, shall receive a registered global certificate or certificates representing the Junior Subordinated Debentures to be delivered upon surrender of such certificates distribution with respect to Preferred Capital Securities held by the Administrative Trustees Clearing Agency or their agent for exchangeits nominee, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Securities Registrar for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures is not practical, or if any Early Termination Event specified in exchange clause (c) of Section 9.2 occurs, the Issuer Trust shall be dissolved, and the Trust Property shall be liquidated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Preferred Capital Securities, except that, if a Debenture Event of Default in Sections 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities to be listed on such securities exchange shall have a priority over the Common Securities as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount the Clearing Agency for the Capital Securities or its nominee, as the registered Holder of Junior Subordinated Notes will be issued to Holders of Trust the Global Capital Securities Certificates, shall receive a registered global certificate or certificates representing the Junior Subordinated Debentures to be delivered upon surrender of such certificates distribution with respect to Capital Securities held by the Administrative Trustees Clearing Agency or their agent for exchangeits nominee, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Securities Registrar for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures is not practical, or if any Early Termination Event specified in exchange for clause (c) of Section 9.2 occurs, the Preferred Securities to Issuer Trust shall be listed on dissolved, and the Trust Property shall be liquidated, by the Property Trustee in such securities exchange manner as the Preferred Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities are then listedshall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default in Sections 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Capital Securities shall have a priority over the Junior Subordinated Notes issued Common Securities as provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated and by the Property Trustee shall distribute Issuer Trustees as expeditiously as the Junior Subordinated Notes Issuer Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Issuer Trust (as evidenced provided by a certificate Section 3808(e) of the Administrative Trustees)Delaware Business Trust Act and any other applicable law, to each Holder a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later less than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Property Trustee and the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall and establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) Debentures), and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (ed) The Depositor will use its best efforts to have If, upon dissolution of the Junior Subordinated Notes that are distributed Trust, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in exchange for the Preferred Securities manner provided herein is determined by the Property Trustee not to be listed on practical, or if an Early Termination Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated by the Property Trustee in such securities exchange manner as the Preferred Property Trustee determines. In such event, in connection with the winding-up of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by Section 3808(e) of the Delaware Business Trust Act and other applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities are then listedshall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holder of all the Common Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Capital Securities shall have a priority over the Junior Subordinated Notes issued Common Securities as provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b), (d) or (e) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Securityholder a Like Amount of Junior Subordinated NotesDebt Securities with an interest rate equal to % if on or prior to , and the Reset Rate thereafter and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on such Trust Securities, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebt Securities; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debt Securities, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debt Securities to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debt Securities in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingoutstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debt Securities will be issued to Holders holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Debt Securities listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebt Securities, accruing interest at the rate provided for in the Junior Subordinated Notes Debt Securities from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments patents of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebt Securities) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debt Securities upon surrender of Trust Securities Certificates.. 76 -70- (ed) The Depositor will use its best efforts to have In the Junior Subordinated Notes that are distributed event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debt Securities in exchange for the Preferred Securities manner provided herein is determined by the Property Trustee not to be listed on practical, the Trust Property shall be liquidated by the Property Trustee in such securities exchange manner as the Preferred Securities are then listedProperty Trustee determines. The Depositor may elect In such event Securityholders will be entitled to have receive out of the Junior Subordinated Notes issued in book-entry form assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Clearing Agency or its nominee.Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-book- entry form to the Clearing Agency or its nomineenominee pursuant to a Certificate Depository Agreement.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b), (d) or (e) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate applicable law, to each Securityholder an aggregate principal amount of Debentures equal to the Administrative Trustees), a Like aggregate Liquidation Amount of Junior Subordinated NotesTrust Securities held by such Holder, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing as it appears in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holder; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or, if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency or its nominee, as the record holder of such Trust Securities, will receive a registered global certificate or certificates representing a Like Amount of Junior Subordinated Notes will the Debentures to be issued to Holders of Trust Securities Certificates, delivered upon surrender of such certificates to the Administrative Trustees or their agent for exchange, distribution and (iii) any Trust Securities Certificates not so surrendered for exchange held by the Clearing Agency will be deemed to represent a Like an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holders, accruing and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accrued and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Property Trustee for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practicable, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor Holder of the Common Securities will use its best efforts be entitled to have the Junior Subordinated Notes that are distributed in exchange for receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange as shall have a priority over the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeCommon Securities.

Liquidation. (a) If any an Early Termination Dissolution Event specified in clause (iia), (b), (d) or (e) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate applicable law, to each Securityholder an aggregate principal amount of Debt Securities equal to the Administrative Trustees), a Like aggregate Liquidation Amount of Junior Subordinated NotesTrust Securities held by such Holder, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing as it appears in the Securities Register. All notices of liquidation shall be prepared by the Regular Trustees and shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like an aggregate principal amount of Debt Securities equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holder; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debt Securities, or, if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Regular Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debt Securities to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date and, unless the Property Trustee determines otherwise, shall be the date which is the fifteenth day (whether or not a Business Day) next preceding the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debt Securities in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency or its nominee, as the record holder of such Trust Securities, will receive a registered global certificate or certificates representing a Like Amount of Junior Subordinated Notes will the Debt Securities to be issued to Holders of Trust Securities Certificates, delivered upon surrender of such certificates to the Administrative Trustees or their agent for exchange, distribution and (iii) any Trust Securities Certificates not so surrendered for exchange held by the Clearing Agency will be deemed to represent a Like an aggregate principal amount of Debt Securities equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holders, accruing and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accrued and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Property Trustee for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debt Securities in the manner provided herein is determined by the Property Trustee not to be practicable, the Trust Property shall be liquidated, and the Trust shall be wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines, and a majority of the Regular Trustees shall prepare, execute and file the certificate of cancellation with the State Department of Assessments and Taxation of Maryland. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor Holder of the Common Securities will use its best efforts be entitled to have the Junior Subordinated Notes that are distributed in exchange for receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Indenture Event of Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange as shall have a priority over the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeCommon Securities.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs902 occurs or upon the Expiration Date, the Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities paying or making reasonable provision to creditors pay all claims and obligations of the Trust (as evidenced by a certificate in accordance with Section 3808(e) of the Administrative Trustees)Delaware Business Trust Act, to each Holder a Like Amount of Junior Subordinated Notes[Subordinated] Debt Securities, subject to Section 904(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes[Subordinated] Debt Securities; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes [Subordinated] Debt Securities, or if Section 904(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 902(c) or 904(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes [Subordinated] Debt Securities to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes [Subordinated] Debt Securities in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 902(c) or 904(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount the Depositary for the Trust Preferred Securities or its nominee, as the registered Holder of Junior Subordinated Notes will be issued to Holders of the Global Trust Preferred Securities Certificates, shall receive a registered global certificate or certificates representing the [Subordinated] Debt Securities to be delivered upon surrender of such certificates distribution with respect to Trust Preferred Securities held by the Administrative Trustees Depositary or their agent for exchangeits nominee, and, (iii) any Trust Securities Certificates not so surrendered held by the Depositary for exchange the Trust Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent [Subordinated] Debt Securities having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered presented to the Securities Registrar for transfer or reissuance. (d) If, notwithstanding the other provisions of this Section 904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the [Subordinated] Debt Securities is not practical, or if any Early Termination Event specified in clause (c) of Section 902 occurs, the Trust shall be dissolved, and until the Trust Property shall be liquidated, by the Property Trustee in such certificates are so surrenderedmanner as the Property Trustee determines. In such event, no payments on the date of interest or principal the dissolution of the Trust, Holders will be made entitled to receive out of the assets of the Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Delaware Business Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the Trust Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will ceasePreferred Securities, except that, if a Debt Event of Default has occurred and is continuing, the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange shall have a priority over the Trust Common Securities as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued provided in book-entry form to the Clearing Agency or its nomineeSection 403.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes Debentures to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated NotesDebentures, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Payment Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes Debentures that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes Debentures issued in book-entry form to the Clearing Agency or its nomineenominee pursuant to a Certificate Depository Agreement.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.nominee pursuant to a Certificate Depository Agreement substantially in the form of Exhibit B.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Business Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount the Clearing Agency for the Capital Securities or its nominee, as the registered Holder of Junior Subordinated Notes will be issued to Holders of Trust the Global Capital Securities Certificates, shall receive a registered global certificate or certificates representing the Junior Subordinated Debentures to be delivered upon surrender of such certificates distribution with respect to Capital Securities held by the Administrative Trustees Clearing Agency or their agent for exchangeits nominee, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Securities Registrar for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures is not practical, or if any Early Termination Event specified in exchange for clause (c) of Section 9.2 occurs, the Preferred Securities to Issuer Trust shall be listed on dissolved, and the Trust Property shall be liquidated, by the Property Trustee in such securities exchange manner as the Preferred Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Business Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation ----------- Distribution"). If, upon any such dissolution, the Liquidation Distribution can ------------ be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities are then listedshall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default in Sections 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Capital Securities shall have a priority over the Junior Subordinated Notes issued Common Securities as provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Securityholder a Like Amount of Junior Subordinated NotesDebt Securities, subject to clause (d) below. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, Date the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebt Securities; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debt Securities or, if clause (d) below applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debt Securities to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debt Securities in exchange for the Outstanding Trust Securities Certificates. (c) Except where Section 9.2(c) or clause (d) After below applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debt Securities will be issued to Holders holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its commercially practicable efforts to have the Junior Debt Securities listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, if any, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebt Securities, accruing interest at the rate provided for in the Junior Subordinated Notes Debt Securities from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebt Securities) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debt Securities upon surrender of Trust Securities Certificates. (ed) The Depositor will use its best efforts to have In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debt Securities in exchange the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such dissolution, winding up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The holder of the Common Securities will be entitled to receive the Liquidation Distribution upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities, and no Liquidation Distribution shall be paid to be listed on such securities exchange as the Holders of the Common Securities unless and until receipt by all Holders of the Preferred Securities are then listed. The Depositor may elect to have of the Junior Subordinated Notes issued entire Liquidation Distribution payable in book-entry form to the Clearing Agency or its nomineerespect thereof.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after satisfaction or the satisfaction making of reasonable provision for the payment of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Holder a Like Amount of Junior Subordinated Notes, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaidprepaid mailed at least 30 days, mailed but not later than 30 nor more than 60 days days, prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All such notices of liquidation shall: (i) state the CUSIP number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; or if Section 9.4(d) applies, a right to receive a Liquidation Distribution; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Notes, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (ed) The Depositor will use its best efforts to have In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed in exchange the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Holders will be entitled to receive out of the assets of the Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such dissolution, winding up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Trust Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Trust Preferred Securities, except that, if a Note Event of Default has occurred and is continuing, the Trust Preferred Securities to be listed on such securities exchange as shall have a priority over the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeTrust Common Securities.

Liquidation. (a) If any an Early Termination Event specified in clause (iii), (iii) or (iv) of Section 9.02 occursshall occur, subject to Section 9.04(d), after satisfaction of all amounts due to creditors of the Trust, the Trust shall be liquidated and by the Property Trustee shall distribute the Junior Subordinated Notes by promptly distributing to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), Securityholder a Like Amount of Junior Subordinated NotesDebentures. Notice of liquidation shall be given by the Administrative Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or, in the case of a liquidation under Section 9.04(d), receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding outstanding Trust Securities Certificates. (dc) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingoutstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such Trust Securities certificates to the Administrative Trustees Property Trustee or their its agent for exchange, (iii) the Depositor shall use best efforts to have the Debentures listed on The New York Stock Exchange or on such other stock exchange or other organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates Certificate not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Date on which a Distribution was made on such Trust Certificates Securities Certificate until such certificates are Certificate shall be so surrendered (and until such certificates are Certificate shall be so surrendered, no payments of interest or and principal received by the Property Trust with respect to a Like Amount of Debentures represented by such Certificate will be made to Holders the Holder of Trust Securities Certificates with respect to such Junior Subordinated Notes) Certificate), and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures and payments of interest and principal received by the Trustee with respect to the Debentures represented by Trust Securities Certificates not surrendered for exchange upon surrender of Trust Securities Certificates. (ed) The Depositor In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for termination entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, woundup or terminated, by the Property Trustee in such manner as the Property Trustee shall determine. In such event, on the date of the dissolution, windingup or other termination of the Trust, Securityholders will use its best efforts be entitled to have receive out of the Junior Subordinated Notes assets of the Trust available for distribution to Securityholders, after satisfaction of all amounts due to creditors of the Trust, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts); provided, however, that are distributed in exchange for if an Event of Default has occurred and is continuing or if an Event of Default has not occurred solely by reason of a requirement that time lapse or notice be given, the Liquidation Distribution with respect to the Preferred Securities to shall be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued made in book-entry form full prior to the Clearing Agency or its nomineemaking of any distribution with respect to the Common Securities.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Capital Securities to be listed on such securities exchange exchange, if any, as the Preferred Capital Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b), or (d) of Section 9.02 occursoccurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate Section 3808(e) of the Administrative Trustees)Delaware Business Trust Act and any other applicable law, to each Securityholder a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.04(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates certificates for Junior Subordinated Notes Debentures, or if Section 9.04(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.02(c) or 9.04(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.02(c) or 9.04(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates (or, at the election of the Depositor a Global Subordinated Debenture, subject to the provisions of the Indenture) representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Junior Subordinated Debentures listed on the American Stock Exchange or on such other securities exchange or other organization as the Preferred Securities may then be listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (ed) The Depositor will use its best efforts to have In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures in exchange the manner provided herein is determined by the Property Trustee not to be practical, the Trust shall be dissolved and the Trust Property shall be liquidated by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by Section 3808(e) of the Delaware Business Trust Act and any other applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities with respect to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeany distributions.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after satisfaction or the satisfaction making of reasonable provisions for the payment of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Securityholder a Like Amount of Junior Subordinated NotesDebentures. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriateDebentures. (cb) In Except where Section 9.2(c) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) applies, after the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will Debentures shall be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) if the Capital Securities are then listed or traded on the New York Stock Exchange or other exchange, interdealer quotation system or self-regulatory organization, the Depositor shall use its best efforts to have the Debentures listed on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will shall cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (ed) The Depositor In the event that Section 9.2(c) applies, Securityholders will use its best efforts be entitled to have receive out of the Junior Subordinated Notes that are distributed assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If the Liquidation Distribution can be paid only in exchange for part because the Preferred Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities to shall be listed paid on such securities exchange as the Preferred Securities are then listeda pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holder of the Common Securities shall be entitled to receive a Liquidation Distribution upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Capital Securities shall have a priority over the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeCommon Securities.

Liquidation. (a) If any an Early Termination Dissolution Event specified in clause (iia), (b), (d) or (e) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate applicable law, to each Security Holder an aggregate principal amount of Debentures equal to the Administrative Trustees), a Like aggregate Liquidation Amount of Junior Subordinated NotesTrust Securities held by such Holder, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing as it appears in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holder; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or, if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersSecurity Holders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date and, unless the Property Trustee determines otherwise, shall be the date which is the fifteenth day (whether or not a Business Day) next preceding the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, and (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any all Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Junior Subordinated NotesTrust Securities held by such Holders, accruing and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accrued and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Property Trustee for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practicable, the Trust Property shall be liquidated, and the Trust shall be wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines, and an Administrative Trustee shall prepare, execute and file the certificate of cancellation with the Secretary of State of the State of Delaware. In such event, Security Holders will be entitled to receive out of the assets of the Trust available for distribution to Security Holders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a PRO RATA basis (based upon Liquidation Amounts). The Depositor Holder of the Common Securities will use its best efforts be entitled to have the Junior Subordinated Notes that are distributed in exchange for receive Liquidation Distributions upon any such winding-up or termination PRO RATA (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange as shall have a priority over the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeCommon Securities.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Capital Securities and Common Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Capital Securities or its nominee, as the registered holder of the Global Capital Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on Debentures to be delivered upon such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates distribution with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Capital Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to held by the Clearing Agency or its nominee, and, (iii) any Capital Securities Certificates not held by the Clearing Agency for the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a principal amount equal to the stated Liquidation Amount of the Capital Securities represented thereby and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Capital Securities until such certificates are presented to the Securities Registrar for transfer or reissuance. (d) If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in clause (c) of Section 9.2 occurs, the Issuer Trust shall be dissolved and wound up and the Trust Property shall be liquidated by the Property Trustee in such manner as the Property Trustee

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount the Clearing Agency for the Capital Securities or its nominee, as the registered Holder of Junior Subordinated Notes will be issued to Holders of Trust the Global Capital Securities Certificates, shall receive a registered global certificate or certificates representing the Junior Subordinated Debentures to be delivered upon surrender of such certificates distribution with respect to Capital Securities held by the Administrative Trustees Clearing Agency or their agent for exchangeits nominee, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Securities Registrar for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures is not practical, or if any Early Termination Event specified in exchange for clause (c) of Section 9.2 occurs, the Preferred Securities to Issuer Trust shall be listed on dissolved, and the Trust Property shall be liquidated, by the Property Trustee in such securities exchange manner as the Preferred Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities are then listedshall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default in Sections 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Capital Securities shall have a priority over the Junior Subordinated Notes issued Common Securities as provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Securityholder a Like Amount of Junior Subordinated Notes, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Notes, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Trustee(s) or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees Trustee(s) or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Notes listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (ed) In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor holder of the Common Securities will use its best efforts be entitled to have the Junior Subordinated Notes that are distributed in exchange for receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Indenture Event of Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange as shall have a priority over the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeCommon Securities.

Liquidation. (a) If any an Early Termination Event specified in clause Section 9.2(a), (iib) of Section 9.02 occursor (d) occurs or, upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee as expeditiously as the Property Trustee shall distribute the Junior Subordinated Notes determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Holder a Like Amount of Junior Subordinated Notes, subject to Section 9.4(d) and the transfer restrictions set forth in the form of legend to the Notes in Section 2.2 of the Indenture. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed Property Trustee not later less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and (subject to Section 9.4(d)) any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Notes, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholdersthe Holders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andTrustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall not be more than forty-five (45) days prior to the Liquidation Date nor prior to the date on which notice of such liquidation is given to the Holders) and establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust the Depositor shall use its best efforts to have the Notes listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization on which the Preferred Securities are then listed, if any, (iv) Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing Notes bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (ed) Notwithstanding the other provisions of this Section 9.4, if distribution of the Notes in the manner provided herein is determined by the Property Trustee not to be permitted or practical, the Trust Property shall be liquidated, and the Trust shall be wound up by the Property Trustee in such manner as the Property Trustee reasonably determines. In such event, Holders will be entitled to receive out of the assets of the Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such winding up the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor Holder of the Common Securities will use its best efforts be entitled to have the Junior Subordinated Notes that are distributed in exchange for receive Liquidation Distributions upon any such winding up pro rata (based upon Liquidation Amounts) with Holders of all Trust Securities, except that, if an Event of Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange shall have a priority over the Common Securities as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Capital Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Capital Securities or its nominee, as the registered holder of the Global Capital Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on Debentures to be delivered upon such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates distribution with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Capital Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to held by the Clearing Agency or its nominee, and, (iii) any Capital Securities Certificates not held by the Clearing Agency for the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a principal amount equal to the stated Liquidation Amount of the Capital Securities represented thereby and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Capital Securities until such certificates are presented to the Securities Registrar for transfer or reissuance. (d) If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in clause (c) of Section 9.2 occurs, the Issuer Trust shall be dissolved and wound up and the Trust Property shall be liquidated by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, unless the Trust Securities have been redeemed or are to be redeemed on such date pursuant to Article IV, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default has occurred and is continuing as a result of any failure by the Company to pay any amounts in respect of Junior Subordinated Debentures when due, the Capital Securities shall have a priority over the Common Securities as provided in Section 4.3.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Payment Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineenominee pursuant to a Certificate Depository Agreement.

Liquidation. (a) If any an Early Termination Dissolution Event specified in clause (iia), (b), (d) or (e) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate applicable law, to each Securityholder an aggregate principal amount of Debt Securities equal to the Administrative Trustees), a Like aggregate Liquidation Amount of Junior Subordinated NotesTrust Securities held by such Holder, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing as it appears in the Securities Register. All notices of liquidation shall be prepared by the Regular Trustees and shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like an aggregate principal amount of Debt Securities equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holder; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debt Securities, or, if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Regular Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debt Securities to Securityholders, the Property Trustee shall establish a record date for such distribution (which date shall be not more than 45 days prior to the Liquidation Date and, unless the Property Trustee determines otherwise, (i) shall be the date which, for so long as the Preferred Securities remain in book-entry form only, is one Business Day before the Liquidation Date, or (ii) if the Preferred Securities are no longer in book-entry form only, shall be the fifteenth day before the Liquidation Date (whether or not a Business Day)) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debt Securities in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency or its nominee, as the record holder of such Trust Securities, will receive a registered global certificate or certificates representing a Like Amount of Junior Subordinated Notes will the Debt Securities to be issued to Holders of Trust Securities Certificates, delivered upon surrender of such certificates to the Administrative Trustees or their agent for exchange, distribution and (iii) any Trust Securities Certificates not so surrendered for exchange held by the Clearing Agency will be deemed to represent a Like an aggregate principal amount of Debt Securities equal to the aggregate Liquidation Amount of Junior Subordinated NotesPreferred Securities held by such Holders, accruing and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accrued and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Property Trustee for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have In the Junior Subordinated Notes that are distributed event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debt Securities in exchange for the Preferred Securities manner provided herein is determined by the Property Trustee not to be listed on practicable, the Trust Property shall be liquidated, and the Trust shall be wound-up or terminated, by the Property Trustee in such securities exchange manner as the Preferred Securities are then listedProperty Trustee determines, and a majority of the Regular Trustees shall prepare, execute and file the certificate of cancellation with the State Department of Assessments and Taxation of Maryland. The Depositor may elect In such event, Securityholders will be entitled to have receive out of the Junior Subordinated Notes issued in book-entry form assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Clearing Agency Liquidation Amount per Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding-up or its nominee.termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b), or (d) of Section 9.02 occurs902 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Securityholder a Like Amount of Junior Subordinated NotesDebentures, subject to Section 904(d). Notice of liquidation shall be given 44 49 by the Trustees Property Trustee, pursuant to instruction from the Administrative Trustees, by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates certificates for Junior Subordinated Notes Debentures, or if Section 904(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 902(c) or 904(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 902(c) or 904(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates (or, at the election of the Depositor a Global Subordinated Debenture, subject to the provisions of the Indenture) representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Junior Subordinated Debentures listed on a national securities exchange or quotation system, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (ed) The Depositor will use its best efforts to have In the event that, notwithstanding the other provisions of this Section 904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures in exchange for the Preferred Securities manner provided herein is determined by the Property Trustee not to be listed on practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.manner as

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Business Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Capital Securities or its nominee, as the registered holder of the Global Capital Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Notes will Debentures to be issued delivered upon such distribution with respect to Holders of Trust Capital Securities Certificatesheld by the Clearing Agency or its nominee, upon surrender of such certificates to the Administrative Trustees or their agent for exchangeand, (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Securities Registrar for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures is not practical, or if any Early Termination Event specified in exchange for clause (c) of Section 9.2 occurs, the Preferred Securities to Issuer Trust shall be listed on dissolved, and the Trust Property shall be liquidated, by the Property Trustee in such securities exchange manner as the Preferred Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Business Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities are then listedshall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Capital Securities shall have a priority over the Junior Subordinated Notes issued Common Securities as provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Dissolution Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated and by the Property Trustee shall distribute Issuer Trustees as expeditiously as the Junior Subordinated Notes Issuer Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Issuer Trust (as evidenced provided by a certificate applicable law, including Section 3808 of the Administrative Trustees)Delaware Statutory Trust Act, to each Holder a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, prepaid mailed not later less than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All such notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics procedures by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andTrustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall be not more than 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Sponsor shall use its best efforts to have the Debentures listed on the Nasdaq Global Select Market or on such other national securities exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (ed) If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Administrative Trustees not to be practical, the Trust Property shall be liquidated, and the Issuer Trust shall be wound up in such manner as the Property Trustee determines. In such event, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, including Section 3808 of the Delaware Statutory Trust Act, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such winding up, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor Holders of the Common Securities will use its best efforts be entitled to have the Junior Subordinated Notes that are distributed in exchange for receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange shall have a priority over the Common Securities as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Issuer Trust (as evidenced provided by applicable law, to each Holder a certificate of the Administrative Trustees), a 66 - 61 - Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (d) After If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in clause (c) of Section 9 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation DateDistribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, (i) then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities will no longer shall be deemed to be Outstanding, paid on a pro rata basis (ii) certificates representing a Like Amount based upon Liquidation Amounts). The Holders of Junior Subordinated Notes the Common Securities will be issued entitled to receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will ceasePreferred Securities, except the right that, if a Debenture Event of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange shall have a priority over the Common Securities as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.049.05. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate Section 3808(e) of the Administrative Trustees)Delaware Business Trust Act and any other applicable law, to each Holder a Like Amount of Junior the Subordinated NotesNote. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage a recognized overnight delivery service (charges prepaid, mailed ) sent not later than 30 nor days or more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's =s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior the Subordinated NotesNote; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriateExchange Notes. (cb) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the The Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Exchange Notes in exchange for the Outstanding outstanding Trust Securities Certificates. (dc) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingoutstanding, (ii) certificates representing a Like Amount of Junior Subordinated Exchange Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior the Subordinated NotesNote, accruing interest at the rate provided for in the Junior Subordinated Notes Note from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and and, subject to the provisions of Section 5.5, until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesNote) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Exchange Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (Debentures) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Business Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates.Trustee (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Capital Securities or its nominee, as the registered holder of the Global Capital Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Notes will Debentures to be issued delivered upon such distribution with respect to Holders of Trust Capital Securities Certificatesheld by the Clearing Agency or its nominee, upon surrender of such certificates to the Administrative Trustees or their agent for exchangeand, (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Securities Registrar for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures is not practical, or if any Early Termination Event specified in exchange for clause (c) of Section 9.2 occurs, the Preferred Securities to Issuer Trust shall be listed on dissolved, and the Trust Property shall be liquidated, by the Property Trustee in such securities exchange manner as the Preferred Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Business Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities are then listedshall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Capital Securities shall have a priority over the Junior Subordinated Notes issued Common Securities as provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs902 occurs or upon the Expiration Date, the Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities paying or making reasonable provision to creditors pay all claims and obligations of the Trust (as evidenced by a certificate in accordance with Section 3808(e) of the Administrative Trustees)Delaware Business Trust Act, to each Holder a Like Amount of Junior Subordinated NotesDebentures, subject to Section 904(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 904(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section 902(c) or 904(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 902(c) or 904(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount the Depositary for the Trust Preferred Securities or its nominee, as the registered Holder of Junior Subordinated Notes will be issued to Holders of the Global Trust Preferred Securities Certificates, shall receive a registered global certificate or certificates representing the Junior Subordinated Debentures to be delivered upon surrender of such certificates distribution with respect to Trust Preferred Securities held by the Administrative Trustees Depositary or their agent for exchangeits nominee, and, (iii) any Trust Securities Certificates not so surrendered held by the Depositary for exchange the Trust Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered presented to the Securities Registrar for transfer or reissuance. (d) If, notwithstanding the other provisions of this Section 904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in clause (c) of Section 902 occurs, the Trust shall be dissolved, and until the Trust Property shall be liquidated, by the Property Trustee in such certificates are so surrenderedmanner as the Property Trustee determines. In such event, no payments on the date of interest or principal the dissolution of the Trust, Holders will be made entitled to receive out of the assets of the Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Delaware Business Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the Trust Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Trust Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Trust Preferred Securities Certificates shall have a priority over the Trust Common Securities as provided in Section 403. Section 905. Mergers, Consolidations, Amalgamations or Replacements of the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any entity, except pursuant to this Section 905 or Section 904. At the request of the Holders of the Trust Common Securities, and with the consent of the Holders of at least a Majority in Liquidation Amount of the Trust Preferred Securities, but without the consent of the Trustees, the Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, however, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Trust Preferred Securities or (b) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the "Successor Trust Preferred Securities") so long as the Successor Trust Preferred Securities have the same priority as the Trust Preferred Securities with respect to distributions and payments upon liquidation, redemption and otherwise; (ii) a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Junior Subordinated NotesDebentures; (iii) and such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Trust Preferred Securities (including any Successor Trust Preferred Securities) to be downgraded by any nationally recognized statistical rating organization; (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Trust Preferred Securities (including any Successor Trust Preferred Securities) in any material respect; (v) such successor entity has a purpose substantially identical to that of the Trust; (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an Opinion of Counsel from independent counsel experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights preferences and privileges of the holders of the Trust Preferred Securities (including any Successor Trust Preferred Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an "investment company" under the Investment Company Act; and (vii) the Depositor or any permitted transferee to whom it has transferred the Trust Common Securities hereunder owns all rights of Securityholders holding the Trust Common Securities will ceaseof such successor entity and guarantees the obligations of such successor entity under the Successor Trust Preferred Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the right consent of Holders of 100% in Liquidation Amount of the Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such Securityholders to receive Junior Subordinated Notes upon surrender of consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust Securities Certificates. (e) The Depositor will use its best efforts to have or the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities successor entity to be listed taxable other than as a grantor trust for United States Federal income tax purposes. Any merger or similar agreement shall be executed by the Administrators on such securities exchange as behalf of the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineeTrust.

Liquidation. (a) If In the event of the liquidation or dissolution of the Trust or any Early Termination Event specified in clause (ii) Sub-Trust existing as of Section 9.02 occursthe date of this Amendment No. 8, the Shareholders of each Sub-Trust shall existing as of the date of this Amendment No. 8 that has been established and designated and that has voted to be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notesor dissolved, each Holder of Trust Securities shall be entitled to receive, after when and as declared by the satisfaction Trustees, the excess of the assets belonging to that Sub-Trust over the liabilities belonging to creditors that Sub-Trust; and in the event of the liquidation or dissolution of any Sub-Trust established and designated subsequent to the date of this Amendment No. 8, the Shareholders of such Sub-Trust shall be entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to that Sub-Trust over the liabilities belonging to that Sub-Trust. The assets so distributable to the Shareholders of any particular Sub-Trust shall be distributed among such Shareholders in proportion to the number of Shares of that Sub-Trust held by them and recorded on the books of the Trust, adjusted for such distinctions between Shares of Classes of a Sub-Trust as the Trustees, in their discretion, deem just and equitable. The liquidation of any particular Sub-Trust existing as of the date of this Amendment No. 8 may be authorized by vote of a majority of the Trustees in office on the date of such vote subject to the approval of a majority of the outstanding voting shares of that Sub-Trust, as defined in the 1940 Act; and the liquidation of any Sub-Trust established and designated subsequent to the date of this Amendment No. 8 may be authorized by vote of a majority of Trustees in office on the date of such vote without Shareholder approval and subject to notice to Shareholders of that Sub-Trust. This paragraph shall apply to each Sub-Trust (and any Class of such Sub-Trust) established and designated subsequent to the date of this Amendment No. 8. The termination of a Sub-Trust or Class may be authorized at any time, subject to notice to Shareholders of such Sub-Trust or Class but without Shareholder approval, by a vote of a majority of the Trustees or written instrument executed by a majority of their number then in office. Upon the effective date of the termination of the Sub-Trust or Class, as applicable, which shall commence the period during which the affairs of such Sub-Trust or Class shall be wound up, (1) the Sub-Trust or Class shall carry on no business except for the purpose of winding up its affairs in an orderly manner; (2) the Trustees shall proceed to wind up the affairs of the Sub-Trust or Class; (3) all of the powers of the Trustees under this Agreement shall continue until the affairs of the Trust (as evidenced by a certificate of the Administrative Trustees)shall have been wound up, a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed including but not later than 30 nor more than 60 days prior limited to the Liquidation Date power to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state fulfill or discharge the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment contracts of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Sub-Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingor Class, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued collect assets allocated or belonging to Holders of such Sub-Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchangeClass, (iii) sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Securities Certificates not so surrendered property allocated or belonging to such Sub-Trust or Class to one or more persons at public or private sale for exchange will consideration that may consist in whole or in part of cash, securities, or other property of any kind, (iv) discharge or pay liabilities allocated or belonging to such Sub-Trust or Class, and (v) authorize or take all other acts appropriate to liquidate its business; and (4) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining property of the terminated Sub-Trust or Class, in cash or in kind or partly each, among the shareholders of the Sub-Trust or Class according to their respective rights. Upon completion of the distribution of the remaining proceeds or the remaining assets as provided above in this paragraph, such Sub-Trust or Class shall terminate and the Trustees and the Trust shall be deemed to represent a Like Amount discharged of Junior Subordinated Notesany and all further liabilities and duties hereunder and the right, accruing title and interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates all parties with respect to such Junior Subordinated Notes) Sub-Trust or Class shall be canceled and (iv) all rights of Securityholders holding Trust Securities will ceasedischarged. In connection therewith, except the right of Trustees shall cause such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities filings to be listed on such securities exchange made with any federal, state and local regulators as is determined by the Preferred Securities are then listedTrustees or Trust counsel to be necessary or appropriate. The Depositor This paragraph shall not be construed to imply anything about the manner in which the Trust itself or any Sub-Trust or Class existing as of the date of this Amendment No. 8 may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineebe terminated, wound up and liquidated.

Liquidation. (a) If any an Early Termination Event specified in clause Section 9.2(a), (iib) of Section 9.02 occursor (d) occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee as expeditiously as the Property Trustee shall distribute the Junior Subordinated Notes determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Holder a Like Amount of Junior Subordinated Notes, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed Property Trustee not later less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All such notices of liquidation shall: (i) : state the Liquidation Date; (ii) ; state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and (subject to Section 9.4(d)) any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) and provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Notes, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) andTrustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish a record date for such distribution (which shall not be more than forty five (45) days prior to the Liquidation Date nor prior to the date on which notice of such liquidation is given to the Holders) and establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust the Depositor shall use its best efforts to have the Notes listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization on which the Preferred Securities are then listed, if any, (iv) Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing Notes bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (ed) Notwithstanding the other provisions of this Section 9.4, if distribution of the Notes in the manner provided herein is determined by the Property Trustee not to be permitted or practical, the Trust Property shall be liquidated, and the Trust shall be wound up by the Property Trustee in such manner as the Property Trustee determines. In such event, Holders will be entitled to receive out of the assets of the Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such winding up the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor Holder of the Common Securities will use its best efforts be entitled to have the Junior Subordinated Notes that are distributed in exchange for receive Liquidation Distributions upon any such winding up pro rata (based upon Liquidation Amounts) with Holders of all Trust Securities, except that, if an Event of Default has occurred and is continuing, the Preferred Securities to be listed on such securities exchange shall have a priority over the Common Securities as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued provided in book-entry form to the Clearing Agency or its nomineeSection 4.3.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust Junior Subordinated Notes shall not be liquidated and distributed unless prior thereto, the Property Trustee shall distribute have received an Opinion of Counsel experienced in such matters to the effect that the Holders will not recognize any gain or loss for United States federal income tax purposes as a result of such dissolution and distribution of Junior Subordinated Notes to the Securityholders as provided in this Section 9.04Notes. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees)creditors, a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such HolderXxxxxx's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriateNotes. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect affect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.nominee pursuant to a Certificate Depository Agreement substantially in the form of Exhibit B.

Liquidation. (a) If any Early Termination Event specified in clause (ii) Upon dissolution of Section 9.02 occursthe Company, the Trust Liquidating Trustee shall immediately commence to wind up the Company’s affairs; provided, however, that a reasonable time shall be liquidated and allowed for the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution orderly liquidation of the Junior Subordinated Notes, each Holder assets of Trust Securities shall be entitled to receive, after the Company and the satisfaction of liabilities to creditors so as to enable the holders of Membership Interests to minimize the normal losses attendant upon a liquidation. The holders of Membership Interests shall continue to share Net Profits and Net Losses during liquidation in the same proportions, as specified in Article VIII hereof, as before liquidation. Each holder of Membership Interests shall be furnished with a statement prepared by the Company’s certified public accountants that shall set forth the assets and liabilities of the Trust (Company as evidenced by a certificate of the Administrative Trustees), a Like Amount date of Junior Subordinated Notesdissolution. Notice Each holder of Membership Interests shall pay to the Company all amounts then owing by such Person to the Company. The proceeds of liquidation shall be given by the Trustees by first-class maildistributed, postage prepaidas realized, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shallfollowing order and priority: (i) state First, to creditors of the Liquidation DateCompany (including holders of Membership Interests that are creditors to the extent otherwise permitted by law), in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions to holders of Membership Interests; (ii) state that from and after the Liquidation DateThereafter, the Trust Securities balance, if any, to the holders of Membership Interests in proportion to their respective positive Capital Account balances after giving effect to Capital Account adjustments for the Company taxable year in which the liquidating event occurs (other than those from the liquidating distribution made pursuant to this Section 10.4(ii)). It is intended that such distributions under Section 10.4(ii) will no longer result in the Members receiving aggregate distributions in the order of and equal to the amount of distributions that would have been received if the liquidating distributions were made in accordance with Percentage Interests. However, if the balances in the Capital Accounts do not result in such intention being satisfied, constituent items of income, gain, loss and deduction will be deemed reallocated among the Members for the year of the liquidation, to the extent permissible under Code Section 704(b) (and, if necessary and permissible under Code Section 704(b), for prior Company taxable years for which the deadline (determined without extensions) for the filing of the Company’s federal income tax return has not passed), so as to cause the balances in the Capital Accounts to be Outstanding in the amounts necessary to assure that such result is achieved. To the extent that the holders of Membership Interests determine that any or all of the assets of the Company shall be sold, such assets shall be sold as promptly as possible, but in a business-like and commercially reasonable manner. For purposes of making the liquidating distributions required by this Section 10.4, the Liquidating Trustee shall, at the direction of the Board of Managers, distribute all or any Trust Securities Certificates not surrendered for exchange will portion of the assets of the Company in kind or to sell all or any portion of the assets of the Company and distribute the proceeds therefrom. If any property or assets of the Company are to be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect distributed in kind to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation holders of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation DateMembership Interests, (i) the Trust Securities will no longer Capital Accounts of the holders of Membership Interests shall be deemed adjusted to be Outstandingreflect the amount, (ii) certificates representing a Like Amount if any, of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees unrealized gain or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates loss with respect to such Junior Subordinated Notes) property, as though such property had been sold for its fair market value and any gain or loss allocated among the holders of Membership Interests in accordance with the provisions of this Agreement and (ivii) all rights of Securityholders holding Trust Securities such property will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are be distributed in exchange such a manner that each holder of Membership Interests will receive such Person’s proportionate interest in each of the assets available for the Preferred Securities such distribution; that is to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form say, each holder of Membership Interests shall receive an undivided interest, corresponding to the Clearing Agency or its nomineeproportion to which it is entitled pursuant to this Section 10.4, in all interests in real estate and leaseholds and other indivisible properties, as nearly as practicable, of each divisible asset.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of 42 Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineenominee pursuant to a Certificate Depository Agreement.

Liquidation. (a) If Upon notification by any one or all of the Administrative Trustees of an Early Termination Event specified in clause (iia), (b), or (d) of Section 9.02 occurs902 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Securityholder a Like Amount of Junior Subordinated NotesDebentures, subject to Section 904(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date Date, as determined by any one or all of the Administrative Trustees to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; andand 4821-9020-5592, v. 11 (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates certificates for Junior Subordinated Notes Debentures, or if Section 904(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 902(c) or 904(d) applies, in order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 902(c) or 904(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates (or, at the election of the Depositor a Global Subordinated Debenture, subject to the provisions of the Indenture) representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders holders of Trust Securities Certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its reasonable efforts to have the Junior Subordinated Debentures listed on the Nasdaq National Market or on such other securities exchange or other organization as the Capital Securities may then be listed or traded, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (ed) The Depositor will use its best efforts to have In the event that, notwithstanding the other provisions of this Section 904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up by the Property Trustee at the written direction of the Administrative Trustees in such manner as the Administrative Trustees determine. In such event, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such winding-up, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such winding-up pro rata (determined as aforesaid) with Holders of Capital Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Capital Securities shall have a priority over the Common Securities. SECTION 905. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST. The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the holders of the Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, 4821-9020-5592, v. 11 consolidate, amalgamate, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that are distributed in exchange (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Capital Securities or (b) substitutes for the Preferred Capital Securities to be listed on such other securities exchange having substantially the same terms as the Preferred Capital Securities are then listed. The (the “Successor Securities”) so long as the Successor Securities rank the same as the Capital Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor may elect to have expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee as the holder of the Junior Subordinated Notes issued Debentures, (iii) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in book-entry form any material respect, (iv) such successor entity has a purpose substantially identical to that of the Trust, (v) the Successor Securities will be listed or traded on any national securities exchange or other organization on which the Capital Securities may then be listed, (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel experienced in such matters to the Clearing Agency effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an “investment company” under the Investment Company Act and (vii) the Depositor owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of holders of 100% in Liquidation Amount of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its nomineeproperties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger or replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes. ARTICLE X. MISCELLANEOUS PROVISIONS

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself with the Property Trustee or acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it they shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. . (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall:: 38 (i) state the Liquidation Date; ; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-book- entry form to the Clearing Agency or its nomineenominee pursuant to a Certificate Depository Agreement.

Liquidation. dation (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.nominee pursuant to a Certificate Depository Agreement substantially in the form of Exhibit B.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself with the Property Trustee or acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it they shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any Early Termination Event specified in clause (ii) The holders of Section 9.02 occurs, the Trust Class “A” Common Shares shall be liquidated and entitled in the Property Trustee shall distribute event of any liquidation, dissolution or winding-up of the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a Corporation, whether voluntary or involuntary, or any other distribution of the Junior Subordinated Notesassets of the Corporation among its shareholders for the purpose of winding-up its affairs, each Holder and subject to prior satisfaction of Trust Securities all preferential rights to return of capital on dissolution attached to all shares of other classes of shares of the Corporation ranking in priority to the Class “A” Common Shares in respect of return of capital on dissolution, to share rateably, together with the holders of the Common shares, in such assets of the Corporation as are available for distribution. Dear Sir/Madam: Reference is made to the Arrangement Agreement dated as of the date hereof (the "Arrangement Agreement") among Peninsula Resources Ltd. ("Peninsula"), Zodiac Exploration Corp. ("Zodiac") and 1543081 Alberta Ltd. ("AcquisitionCo") which contemplates an arrangement of AcquisitionCo and Zodiac pursuant to the Business Corporations Act (Alberta). All capitalized terms not defined herein shall be entitled have the meanings attributed thereto in the Arrangement Agreement. We understand that you (the "Securityholder") beneficially own, directly or indirectly, or exercise control or direction over, the number and class of securities of Peninsula set forth in your acceptance below (collectively, the "Subject Securities" which term shall include any Peninsula Shares issued to receive, the Securityholder after the satisfaction date hereof pursuant to the exercise of liabilities to creditors any of the Trust (as evidenced by a certificate such securities and all Peninsula Shares or other securities of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given Peninsula otherwise acquired by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and Securityholder after the Liquidation Datedate hereof. In consideration for Zodiac entering into the Arrangement Agreement with Peninsula, the Trust Securities will no longer be deemed Securityholder hereby agrees to be Outstanding bound by the terms set forth in "Terms of Shareholder Support Agreement Among Shareholders of Peninsula Resources Ltd. and any Trust Securities Certificates not surrendered for exchange will be deemed to represent Zodiac Exploration Corp.", attached hereto and forming a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholderspart hereof. Yours truly, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.Per:

Liquidation. (a) If any Early Termination Event specified Pursuant to each of the Additional Shareholder Rights Entrustment Agreement, in clause (ii) the event of Section 9.02 occursdissolution or liquidation of the relevant Target Subsidiary, the Trust PRC Subsidiary or its nominee shall be liquidated authorised, on behalf of the Target Subsidiary Shareholder(s), to form the liquidation committee of the relevant Target Subsidiary. The Target Subsidiary Shareholder(s) shall further procure the relevant Target Subsidiary to assist the liquidator in the relevant dissolution or liquidation and undertake that, all the proceeds obtained therefrom shall be transferred, at nil consideration, to the PRC Subsidiary. Under the Additional Structured Contracts, the Target Subsidiary Shareholder(s) have undertaken to the PRC Subsidiary that it will make their directors, direct shareholders (or partner) and ultimate shareholders (or actual controller) properly arrange and sign all necessary documents to ensure that, in the event of liquidation, death, incapacity, bankruptcy, divorce or other circumstances that may affect the exercise of their voting rights, their successors and other persons who may acquire the equity interests or related rights hereunder shall not affect or impede the performance of the Additional Structured Contracts. In addition to the internal control measures provided in the Structured Contracts and as set out under the section headed “Internal control measures to be implemented by the Group” in the Announcement, additional internal control measures shall be implemented by the Company upon Completion, with reference to the internal control measures adopted by the Group from time to time, which may include (without limitation): • requiring the Target Company to make available monthly management accounts and submit key operating data and material bank statements after each month-end and provide explanations on any material fluctuations to the PRC Subsidiary; • requiring the Target Company to assist and facilitate the PRC Subsidiary to conduct periodically onsite internal audit on the Target Company; and • if required, engaging legal advisers and/or other professionals to deal with specific issues arising from the Additional Structured Contracts and ensure that the operation of the Target Subsidiaries will from time to time comply with applicable laws and regulations in all material respects. The Target Subsidiary Shareholder(s) may have potential conflict of interest with the Company. To mitigate any potential conflict of interest, the Target Subsidiary Shareholder(s) will undertake in the Additional Shareholder Rights Entrustment Agreement and the Property Trustee shall distribute Power of Attorney that during the Junior Subordinated Notes period that the Additional Structured Contracts remain effective, if the Target Subsidiary Shareholder(s) are connected to any of the Directors and/or officers of the Company, such power of attorney for the attorneys to exercise on their behalf full shareholders’ rights will be granted to other Directors and/or officers of the Company. Based on the above, and subject to further due diligence exercise to be conducted on the Target Group, the Board is of the view that similar to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution Structured Contracts, the Additional Structured Contracts upon Completion are narrowly tailored to achieve the Target Subsidiaries’ business purpose and are enforceable under the relevant laws and regulations of the Junior Subordinated NotesPRC. The Additional Structured Contracts enable the PRC Subsidiary to gain better control over the Target Group. The Company will unwind the Structured Contracts (including the Additional Structured Contracts) as soon as relevant PRC rules and regulations governing foreign investment in the operation of pawn loan business are issued which allow the PRC Subsidiary to directly operate the pawn loan business in the PRC. The PRC Shareholder(s) will undertake to the Company on Completion that subject to the relevant laws and regulations, each Holder of Trust Securities shall be entitled they must return to receive, the PRC Subsidiary any consideration they receive (after deducting tax) in the satisfaction of liabilities to creditors event that the PRC Subsidiary acquires Target Company’s shares when unwinding the Structured Contracts. The Company is fully aware of the Trust (as evidenced by a certificate requirements under the Guidance Letter. As of the Administrative Trustees)date of this announcement, the Company is not aware of any deviation of the Additional Structured Contracts from such Guidance Letter. With the entry into of the Additional Structured Contracts, the Directors believe that, notwithstanding the lack of equity ownership, the Structured Contracts (including the Additional Structured Contracts) as a Like Amount whole give the Group control over the Target Group in substance. When the Structured Contracts (including the Additional Structured Contracts) become effective, it is currently expected that the Target Company and its Subsidiaries will be regarded as indirect subsidiaries of Junior Subordinated Notes. Notice the Company, and the consolidated financial position and operating results of liquidation shall the Target Group will be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing included in the Securities RegisterGroup’s consolidated financial statements. All notices The Company has been in discussions with its auditors of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after Company having the Liquidation Date, right to consolidate the Trust Securities financial results of the Target Group under the prevailing accounting principles. The Company’s auditors will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount provide its confirmation in the circular of Junior Subordinated Notes; and (iii) provide such information the Company with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Acquisition. Risk factors in relation to the Structured Contracts are applicable to the Additional Structured Contracts and are as set out in the Administrative Trustees or section headed “Risk Factors in relation to the Property Trustee shall deem appropriate. (c) In order to effect the liquidation Structured Contracts” of the Trust and distribution Announcement. Similar to the Structured Contracts, the transactions contemplated under the Additional Structured Contracts will constitute continuing connected transactions under Chapter 14A of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, Listing Rules upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal Completion. Further disclosure will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except in the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities circular to be listed on such securities exchange as despatched by the Preferred Securities are then listedCompany to the Shareholders in compliance with the Listing Rules, if and when required. As at the date of this announcement, the Company is working closely with its professional advisers in finalising the New Listing Application. Subject to, among other things, the satisfaction of the due diligence work by the sponsor and the finalisation of certain financial information of the Group, the Company expected to submit the New Listing Application to the Stock Exchange by the end of February 2018. The Depositor may elect to have Company will update the Junior Subordinated Notes issued in book-entry form to Shareholders and potential investors of the Clearing Agency or its nominee.Company on any development by publishing further announcement(s) as and when appropriate. Hong Kong, 23 February 2018

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust shall be liquidated and by the Property Trustee shall distribute Trustees as expeditiously as the Junior Subordinated Notes Trustees determine to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Trust (as evidenced provided by a certificate Section 3808(e) of the Administrative Trustees)Delaware Business Trust Act and any other applicable law, to each Holder a Like Amount of Junior the Subordinated NotesNote. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage a recognized overnight delivery service (charges prepaid, mailed ) sent not later than 30 nor more thirty (30) days or mere than 60 sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior the Subordinated NotesNote; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriateExchange Notes. (cb) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the The Property Trustee shall establish a record date for such distribution (which shall be not more than 45 forty-five (45) days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Exchange Notes in exchange for the Outstanding outstanding Trust Securities Certificates. (dc) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingoutstanding, (ii) certificates representing a Like Amount of Junior Subordinated Exchange Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior the Subordinated NotesNote, accruing interest at the rate provided for in the Junior Subordinated Notes Note from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesNote) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Exchange Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-book- entry form to the Clearing Agency or its nomineenominee pursuant to the Certificate Depository Agreement.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes Debentures to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated NotesDebentures, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Payment Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes Debentures that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes Debentures issued in book-entry form to the Clearing Agency or its nomineenominee pursuant to a Certificate Depository Agreement.

Liquidation. (a) If any Early Termination Event specified in clause clauses (iia), (b), (c), and (e) of Section 9.02 9.01 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes Debt Securities to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated NotesDebt Securities, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust in accordance with the Delaware Statutory Trust Act (as evidenced by certified in a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebt Securities. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 days nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebt Securities; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debt Securities as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debt Securities to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debt Securities in exchange for the Outstanding outstanding Trust Securities Certificates. (d) After Except where Section 9.01(d) or 9.04(f) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingoutstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debt Securities will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebt Securities, accruing interest at the rate provided for in the Junior Subordinated Notes Debt Securities from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebt Securities) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debt Securities upon surrender of Trust Securities Certificates. (e) The Depositor will use its best reasonable efforts to have the Junior Subordinated Notes Debt Securities that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes Debt Securities issued in book-entry form to the Clearing Agency or its nominee. (f) In the event that, notwithstanding the other provisions of this Section 9.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debt Securities in the manner provided herein is determined by the Administrative Trustees not to be practical, in which event the Holders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If such Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Indenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Issuer Trust shall be wound-up and liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of the Junior Subordinated NotesIssuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation DateCUSIP Number of the Trust Securities; (ii) state that the Liquidation Date; (iii) state that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount the Clearing Agency for the Preferred Capital Securities or its nominee, as the registered Holder of Junior Subordinated Notes will be issued to Holders of Trust the Global Preferred Capital Securities Certificates, shall receive a registered global certificate or certificates representing the Junior Subordinated Debentures to be delivered upon surrender of such certificates distribution with respect to Preferred Capital Securities held by the Administrative Trustees Clearing Agency or their agent for exchangeits nominee, and (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Capital Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Securities Registrar for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures is not practical, or if any Early Termination Event specified in exchange for clause (c) of Section 9.2 occurs, the Preferred Securities to Issuer Trust shall be listed on dissolved, and the Trust Property shall be liquidated, by the Property Trustee in such securities exchange manner as the Preferred Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of the Issuer Trust in accordance with Section 3808(e) of the Delaware Statutory Trust Act, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities are then listedshall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holder of the Common Securities will be entitled to have the Junior Subordinated Notes issued receive Liquidation Distributions upon any such dissolution, pro rata (determined as aforesaid) with Holders of Preferred Capital Securities, except that, if a Debenture Event of Default in book-entry form to the Clearing Agency or its nominee.Sections 5.1(1) or

Liquidation. (a) If any Early Termination Event specified in clause (iia), (b), (d) and (e) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes Convertible Debentures to the Securityholders Holders as provided in this Section 9.049.05. (b) In connection with a distribution of the Junior Subordinated NotesConvertible Debentures, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesConvertible Debentures. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's ’s address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesConvertible Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Convertible Debentures as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Convertible Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Convertible Debentures in exchange for the Outstanding Trust Securities Certificates. (d) After Except where Section 9.02(c), 9.02(f) or 9.05(g) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Convertible Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesConvertible Debentures, accruing interest at the rate provided for in the Junior Subordinated Notes Convertible Debentures from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesConvertible Debentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Junior Subordinated Notes Convertible Debentures upon surrender of Trust Securities Certificates. (e) The Depositor will use its best reasonable efforts to have the Junior Subordinated Notes Convertible Debentures that are distributed in exchange for the Preferred Securities Trust PIERS to be listed on such securities exchange as the Preferred Securities Trust PIERS are then listed. The Depositor may elect to have the Junior Subordinated Notes Convertible Debentures issued in book-entry form to the Clearing Agency or its nominee. (f) In the event that, notwithstanding the other provisions of this Section 9.05, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Convertible Debentures in the manner provided herein is determined by the Administrative Trustees not to be practical, in which event the Holders will be entitled to receive out of the assets of the Trust available for distribution to Holders, after satisfaction of liabilities to creditors, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions, including Contingent Distributions, thereon to the date of payment (such amount being the “Liquidation Distribution”). If such Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Trust PIERS, except that, if an Event of Default has occurred and is continuing, the Trust PIERS shall have a priority over the Common Securities.

Liquidation. (a) If any an Early Termination Event specified in clause (iiclause_(a),_(b) or_(d) of Section 9.02 occursSection_9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receivepossible by distributing, after the satisfaction of liabilities to creditors of the Issuer Trust (as evidenced provided by a certificate of the Administrative Trustees)applicable law, to each Holder a Like Amount of Junior Subordinated NotesDebentures, subject to Section_9.4(d). Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 than_15 nor more than 60 days 45_days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section_9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (cb) In Except where Section_9.2(c) or_9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days 30_days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section_9.2(c) or_9.4(d) applies, after the Liquidation Date, (i) the i)_the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange ii)_the Clearing Agency for the Preferred Securities to be listed on such securities exchange or its nominee, as the registered holder of the Global Preferred Securities are then listed. The Depositor may elect to have Certificate, shall receive a registered global certificate or certificates representing the Junior Subordinated Notes issued in book-entry form Debentures to be delivered upon such distribution with respect to Preferred Securities held by the Clearing Agency or its nominee, and (iii)_any Trust Securities Certificates not held by the Clearing Agency for the Preferred Securities or its nominee as specified in clause (ii)_above will be deemed to represent Junior Subordinated Debentures having a principal amount equal to the stated Liquidation Amount of the Trust Securities represented thereby and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Trust Securities until such certificates are presented to the Securities Registrar for transfer or reissuance. (d) If, notwithstanding the other provisions of this Section_9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is not practical, or if any Early Termination Event specified in clause_(c) of Section_9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to the aggregate of the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because the Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities as provided in Section_4.3.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Senior Deferrable Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Senior Deferrable Notes, each Holder of Trust Securities shall be entitled to receive, receive after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Senior Deferrable Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Senior Deferrable Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Senior Deferrable Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Senior Deferrable Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Senior Deferrable Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Senior Deferrable Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Senior Deferrable Notes, accruing interest at the rate provided for in the Junior Subordinated Senior Deferrable Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Senior Deferrable Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Senior Deferrable Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Senior Deferrable Notes that are distributed in exchange for the Trust Preferred Securities to be listed on such securities exchange as the Trust Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Senior Deferrable Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineenominee pursuant to the Certificate Depository Agreement.

Liquidation. (a) If In the event of the liquidation or dissolution of the Trust or any Early Termination Event specified in clause (ii) Sub-Trust existing as of Section 9.02 occursthe date of this Amendment No. 8, the Shareholders of each Sub-Trust shall existing as of the date of this Amendment No. 8 that has been established and designated and that has voted to be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notesor dissolved, each Holder of Trust Securities shall be entitled to receive, after when and as declared by the satisfaction Trustees, the excess of the assets belonging to that Sub-Trust over the liabilities belonging to creditors that Sub-Trust; and in the event of the liquidation or dissolution of any Sub-Trust established and designated subsequent to the date of this Amendment No. 8, the Shareholders of such Sub-Trust shall be entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to that Sub-Trust over the liabilities belonging to that Sub-Trust. The assets so distributable to the Shareholders of any particular Sub-Trust shall be distributed among such Shareholders in proportion to the number of Shares of that Sub-Trust held by them and recorded on the books of the Trust. The liquidation of any particular Sub-Trust existing as of the date of this Amendment No. 8 may be authorized by vote of a majority of the Trustees in office on the date of such vote subject to approval of a majority of the outstanding voting shares of that Sub-Trust, as defined in the 1940 Act; and the liquidation of any Sub-Trust established and designated subsequent to the date of this Amendment No. 8 may be authorized by vote of a majority of Trustees in office on the date of such vote without Shareholder approval and subject to notice to Shareholders of that Sub-Trust. This paragraph shall apply to each Sub-Trust (and any Class of such Sub-Trust) established and designated subsequent to the date of this Amendment No. 8. The termination of a Sub-Trust or Class may be authorized at any time, subject to notice to Shareholders of such Sub-Trust or Class but without Shareholder approval, by a vote of a majority of the Trustees or written instrument executed by a majority of their number then in office. Upon the effective date of the termination of the Sub-Trust or Class, as applicable, which shall commence the period during which the affairs of such Sub-Trust or Class shall be wound up, (1) the Sub-Trust or Class shall carry on no business except for the purpose of winding up its affairs in an orderly manner; (2) the Trustees shall proceed to wind up the affairs of the Sub-Trust or Class; (3) all of the powers of the Trustees under this Agreement shall continue until the affairs of the Trust (as evidenced by a certificate of the Administrative Trustees)shall have been wound up, a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed including but not later than 30 nor more than 60 days prior limited to the Liquidation Date power to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state fulfill or discharge the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment contracts of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Sub-Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstandingor Class, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued collect assets allocated or belonging to Holders of such Sub-Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchangeClass, (iii) sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Securities Certificates not so surrendered property allocated or belonging to such Sub-Trust or Class to one or more persons at public or private sale for exchange will consideration that may consist in whole or in part of cash, securities, or other property of any kind, (iv) discharge or pay liabilities allocated or belonging to such Sub-Trust or Class, and (v) authorize or take all other acts appropriate to liquidate its business; and (4) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining property of the terminated Sub-Trust or Class, in cash or in kind or partly each, among the shareholders of the Sub-Trust or Class according to their respective rights. Upon completion of the distribution of the remaining proceeds or the remaining assets as provided above in this paragraph, such Sub-Trust or Class shall terminate and the Trustees and the Trust shall be deemed to represent a Like Amount discharged of Junior Subordinated Notesany and all further liabilities and duties hereunder and the right, accruing title and interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates all parties with respect to such Junior Subordinated Notes) Sub-Trust or Class shall be canceled and (iv) all rights of Securityholders holding Trust Securities will ceasedischarged. In connection therewith, except the right of Trustees shall cause such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities filings to be listed on such securities exchange made with any federal, state and local regulators as is determined by the Preferred Securities are then listedTrustees or Trust counsel to be necessary or appropriate. This paragraph shall not be construed to imply anything about the manner in which the Trust itself or any Sub-Trust or Class existing as of the date of this Amendment No. 8 may be terminated, wound up and liquidated. The Depositor may elect to have undersigned hereby certify that this Amendment No. 8 has been duly adopted in accordance with the Junior Subordinated Notes issued in book-entry form to provisions of the Clearing Agency or its nomineeAgreement.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee. . If an Early Termination Event specified in clause (i) of Section 9.02 has occurred, the Trust shall be liquidated. The Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in Section 9.04, unless such distribution is determined by the Administrative Trustees not to be practical, in which event the Holders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to creditors, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If such Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Indenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities.

Liquidation. (a) If any an Early Termination Event specified in clause (iia), (b) or (d) of Section 9.02 occurs9.2 occurs or upon the Expiration Date, the Trust Success Capital shall be liquidated and by the Property Trustee shall distribute as expeditiously as the Junior Subordinated Notes Property Trustee determines to the Securityholders as provided be possible by distributing, after paying or making reasonable provision to pay all claims and obligations of Success Capital in this Section 9.04. (b) In connection accordance with a distribution of the Junior Subordinated NotesDelaware law, to each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures, subject to Section 9.4(d). If a Like Amount of Junior Subordinated Debentures are distributed to the Holders, Success Bancshares will use its best efforts to list the Junior Subordinated Debentures on the Nasdaq National Market or such other stock exchange or automated quotation system, if any, on which the Preferred Securities are then listed or quoted. The Property Trustee, the Delaware Trustee, the Guarantee Trustee and the Indenture Trustee shall have no obligation to list the Junior Subordinated Debentures on any stock exchange or automated quotation system. Notice of liquidation shall be given by the Trustees Property Trustee by first-class mail, postage prepaid, mailed not later than 30 15 nor more than 60 45 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (cb) In Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust Success Capital and distribution of the Junior Subordinated Notes Debentures to SecurityholdersHolders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 30 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (dc) After Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) the Clearing Agency for the Preferred Securities or its nominee, as the registered holder of the Global Preferred Securities Certificate, shall receive a registered global certificate or certificates representing a Like Amount of the Junior Subordinated Notes will Debentures to be issued delivered upon such distribution with respect to Holders of Trust Preferred Securities Certificatesheld by the Clearing Agency or its nominee, upon surrender of such certificates to the Administrative Trustees or their agent for exchangeand, (iii) any Trust Securities Certificates not so surrendered held by the Clearing Agency for exchange the Preferred Securities or its nominee as specified in clause (ii) above will be deemed to represent Junior Subordinated Debentures having a Like principal amount equal to the stated Liquidation Amount of Junior Subordinated Notes, accruing the Trust Securities represented thereby and bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Trust Certificates Securities until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest presented to the Securities Registrar for transfer or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificatesreissuance. (ed) The Depositor will use its best efforts to have If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Junior Subordinated Notes that are distributed Debentures is not practical, or if any Early Termination Event specified in exchange for clause (c) of Section 9 occurs, the Preferred Securities to Trust Property shall be listed on liquidated, and Success Capital shall be dissolved by the Property Trustee in such securities exchange manner as the Preferred Property Trustee determines. In such event, on the date of the dissolution of Success Capital, Holders will be entitled to receive out of the assets of Success Capital available for distribution to Holders, after paying or making reasonable provision to pay all claims and obligations of Success Capital in accordance with Delaware law, an amount equal to the aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, the Liquidation Distribution can be paid only in part because Success Capital has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by Success Capital on the Trust Securities are then listedshall be paid on a pro rata basis (based upon Liquidation Amounts). The Depositor may elect Holders of the Common Securities will be entitled to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with Holders of Preferred Securities, except that,

Liquidation. (a) If any Early Termination Event specified in clause (i) or (ii) of Section 9.02 10.02 occurs, the Trust shall be liquidated liquidated, and the Property Trustee shall distribute the Junior Subordinated Notes Debentures to the Securityholders as provided in this Section 9.0410.04. (b) In connection with a distribution of the Junior Subordinated NotesDebentures, each Holder of Trust Securities shall be entitled to receive, after the satisfaction (whether by payment or reasonable provision for payment) of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of the Holders thereof as they appear on the Securities Register on the relevant record date which, as long as the trust Securities are represented by Book-Entry Trust Securities at such Holder's address appearing Certificates, shall be one Business Day prior to the Liquidation Date or, in the event that the Trust Securities Registerare not so represented, such relevant record date shall be the close of business on the fifteenth calendar day prior to the Liquidation Date. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be OutstandingOutstanding and the Guarantee will be discharged, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (e) The Depositor Yorkshire Group will use its best reasonable efforts to have cause the Junior Subordinated Notes Debentures that are distributed in exchange for the Preferred Trust Securities to be listed on such securities exchange as the Preferred Trust Securities are then listed. The Depositor may elect to have Clearing Agency, as the record holder of the Trust Securities, will receive global book-entry interests representing a 100% beneficial interest in the Junior Subordinated Notes issued in Debentures to be delivered upon such distribution, or, if any Trust Securities are not held by the Clearing Agency, the certificates representing the Trust Securities will be deemed to represent book-entry form interests representing the Junior Subordinated Debentures having a principal amount equal to the Clearing Agency Liquidation Amount of such Trust Securities, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on the trust Securities until such certificates are presented to Yorkshire Finance or its nomineeagent for transfer or reissuance.

Liquidation. (a) If any Early Termination Event specified in clause (ii) Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 9.02 occurs9.2, the Trust General Partner or, if all General Partners have withdrawn from the Partnership, then a liquidator or liquidating committee approved by a Majority Interest, shall be liquidated and the Property Trustee shall distribute liquidating trustee (the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04"Liquidating Trustee"). (b) In connection with The Liquidating Trustee (if other than a distribution of the Junior Subordinated Notes, each Holder of Trust Securities General Partner) shall be entitled to receivereceive such compensation for its services as may be approved by a Majority Interest. The Liquidating Trustee shall agree not to resign at any time without 15 days' prior written notice and may be removed at any time, after the satisfaction with or without cause, by notice of liabilities to creditors removal approved by a Majority Interest. Upon dissolution, removal or resignation of the Trust Liquidating Trustee, a successor and substitute Liquidating Trustee (as evidenced who shall have and succeed to all rights, powers and duties of the original Liquidating Trustee) shall within 30 days thereafter be approved by a certificate Majority Interest. The right to approve a successor or substitute Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Administrative TrusteesLiquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee shall be deemed to refer also to any such successor or substitute Liquidating Trustee approved in the manner herein provided. Except as expressly provided in this Article Nine, the Liquidating Trustee approved in the manner provided herein shall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement to the extent reasonable and necessary to carry out the duties and functions of the Liquidating Trustee hereunder for and during such period of time as shall be reasonably required to complete the winding up and liquidation of the Partnership as provided for herein and only for such purposes. The Liquidating Trustee shall liquidate the assets of the Partnership, and apply and distribute the proceeds of such liquidation, in the following order or priority (provided that no such distributions shall be made in kind), a Like Amount unless otherwise required by mandatory provisions of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shallapplicable law: (i) state First, to the Liquidation Date;payment to creditors of the Partnership, including Partners and Assignees who are creditors, in order of priority provided by law, and to the creation of a reserve of cash or other assets of the Partnership for contingent or unforeseen liabilities in an amount, if any, determined by the Liquidating Trustee to be appropriate for such purposes (which reserve shall be distributed as provided in Section 9.3(b)(ii) at such times as the Liquidating Trustee determines that it is no longer necessary); and (ii) state that from and to the Partners, on a pari passu basis, in proportion to the positive balances in the Partners' respective Capital Accounts on the Record Date of the distribution, as determined after giving effect to all adjustments to Capital Accounts, including without limitation adjustments for allocations of Profits or Losses relating to the Liquidation Proceeds. Distributions of Liquidation Proceeds to Partners shall be made by the end of the Year of the Partnership in which the final liquidation occurs or, if later, within 90 days after the Liquidation Datedate of the final liquidation. In connection with distributions in winding up the affairs of the Partnership on dissolution, the Trust Securities will no longer General Partner shall be deemed required to be Outstanding and account to the Partnership for any Trust Securities Certificates not surrendered for exchange will be deemed deficit that may exist in its Capital Account by contributing to represent a Like Amount the capital of Junior Subordinated Notes; andthe Partnership an amount equal to the lesser of: (iiiA) provide the deficit that may exist in its Capital Account at such information with respect time; or (B) an amount equal to 1.01% of the Capital Contributions to the mechanics Partnership by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or Limited Partners, reduced by the Property Trustee shall deem appropriateCapital Contributions to the Partnership by the General Partner. (c) In order Notwithstanding the foregoing, if the Liquidating Trustee determines that an immediate sale of part or all of the Partnership's assets would cause undue loss to effect the Partners, the Liquidating Trustee may, after giving Notice to all the Limited Partners, to the extent not then prohibited by an applicable law of any jurisdiction in which the Partnership is then formed or qualified, defer liquidation of the Trust and withhold from distribution for a reasonable time any assets of the Junior Subordinated Notes Partnership except those necessary to Securityholders, satisfy the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities CertificatesPartnership's debts and obligations. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount Each holder of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates Limited Partner Partnership Interests shall look solely to the Administrative Trustees or their agent assets of the Partnership for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates all distributions with respect to such Junior Subordinated Notes) the Partnership and (iv) all rights his Capital Contribution thereto and shall have no recourse therefor, upon dissolution or otherwise, against the General Partner or any other Limited Partner. No Partner shall have any right to demand or receive property other than cash upon dissolution and termination of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities CertificatesPartnership. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nomineenominee pursuant to a Certificate Depository Agreement.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such 44 50 Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust Junior Subordinated Notes shall not be liquidated and distributed unless prior thereto, the Property Trustee shall distribute have received an Opinion of Counsel experienced in such matters to the effect that the Holders will not recognize any gain or loss for United States federal income tax purposes as a result of such dissolution and distribution of Junior Subordinated Notes to the Securityholders as provided in this Section 9.04Notes. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Security Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriateNotes. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect affect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.nominee pursuant to a Certificate Depository Agreement substantially in the form of Exhibit B.

Liquidation. n (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated Notes, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated Notes. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation of the Trust and distribution of the Junior Subordinated Notes to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated Notes, accruing interest at the rate provided for in the Junior Subordinated Notes from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes upon surrender of Trust Securities Certificates. (e) The Depositor will use its best efforts to have the Junior Subordinated Notes that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor may elect to have the Junior Subordinated Notes issued in book-entry form to the Clearing Agency or its nominee.nominee pursuant to a Certificate Depository Agreement substantially in the form of Exhibit B.

Liquidation. (a) If any Early Termination Event specified in clause (ii) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Junior Subordinated Notes Debentures to the Securityholders as provided in this Section 9.04. (b) In connection with a distribution of the Junior Subordinated NotesDebentures, each Holder of Trust Securities shall be entitled to receive, after the satisfaction (whether by payment or reasonable provision for payment) of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Junior Subordinated NotesDebentures. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Junior Subordinated Notes Debentures as the Administrative Trustees or the Property Trustee shall deem appropriate. (c) In order to effect the liquidation winding up of the Trust and distribution of the Junior Subordinated Notes Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Junior Subordinated Notes Debentures in exchange for the Outstanding Trust Securities Certificates. (d) After the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior Subordinated Notes Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Junior Subordinated NotesDebentures, accruing interest at the rate provided for in the Junior Subordinated Notes Debentures from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Junior Subordinated NotesDebentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Junior Subordinated Notes Debentures upon surrender of Trust Securities Certificates. (e) The Depositor Sponsor will use its commercially reasonable best efforts to have the Junior Subordinated Notes Debentures that are distributed in exchange for the Preferred Securities to be listed on such securities exchange as the Preferred Securities are then listed. The Depositor Sponsor may elect to have the Junior Subordinated Notes Debentures issued in book-entry form to the Clearing Agency or its nominee.