Common use of Liquidation Clause in Contracts

Liquidation. (a) If an event specified in clause (i), (iii) or (iv) of Section 8.1 occurs, or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Notes, subject to Section 8.2(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 days prior to the date upon which the Trust is liquidated (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 Preferred Securities certificates and/or Common Securities certificates surrendered for exchange will be deemed to represent a Like Amount of Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Securities certificates and/or Common Securities certificates for Notes, or if Section 8.2(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v) or 8.2(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes to Securityholders, the Property Trustee, 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 Notes in exchange for the Outstanding Preferred Securities certificates and/or the Outstanding Common Securities certificates. (c) Except where Section 8.1(a)(v) or 8.2(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 Notes will be issued to holders of Preferred Securities certificates and/or Common Securities certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Preferred Securities certificates and/or Common Securities certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing interest at the rate provided for in the Notes from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2, 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 property of the Trust 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (i), (iii) or (iv) of Section 8.1 9.02 occurs, or upon after satisfaction of liabilities to creditors of the Expiration DateTrust as provided by applicable law, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, distributing to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.04(e). Notice of liquidation shall be given by the Property Trustee Administrative Trustees by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) Date to each Holder of Trust Securities at such Holder’s '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 Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.04(d) applies receive a Liquidation Distribution, as the Administrative Trustees Trustee or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.02(a)(ii) or 8.2(d9.04(e) applies, in order to effect affect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.02(a)(ii) or 8.2(d9.04(e) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common Securities certificates Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of or interest or principal will be made to Holders of Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Securities certificates and/or Common Securities certificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2, 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 property of the Trust 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconductCertificates.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 9.2 occurs, or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be prepared by an Administrative Trustee and shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Unless Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and the distribution of the Notes Debentures to SecurityholdersHolders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Unless Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of then the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination dissolution of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or terminationup, 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 Holders 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(a)(1), 5.1(b)(2) or 5.1(b)(3) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Upon the occurrence of a Termination Event as specified in clause (i)sub-section 16.1 above, (iii) or (iv) of Section 8.1 occursLiquidating Party shall have the right, or exercisable in its sole discretion and at any time upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine prior notice to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable lawDefaulting Party, to each Securityholder a Like Amount of Notesliquidate this Agreement and all other agreements then outstanding between the Parties (howsoever the Liquidating Party may be designated thereunder) by declaring this Agreement and all such other agreements terminated, subject to Section 8.2(dwhereupon the Agreement and all such other agreements shall automatically be terminated without any further action required (“Terminated Contracts”) (any such termination, an “Early Termination”). Notice of liquidation shall be given by the Property Trustee by first-class mailProvided further, postage prepaid mailed not later than 30 nor more than 90 days prior to the date upon which the Trust is liquidated (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 however, that from and after the Liquidation Date the Trust Securities will no longer be deemed to be Outstanding and any Preferred Securities certificates and/or Common Securities certificates surrendered for exchange will be deemed to represent a Like Amount of Notes; and (iii) provide such information with respect to any of the mechanics Termination Events specified in sub-section 16.1 (a) above, no notice is required from the Liquidating Party, and an Early Termination in respect of this Agreement and all other agreements then outstanding between the Parties will occur immediately upon the occurrence of such Termination Event. Upon such Early Termination, Liquidating Party shall calculate the Gains, Losses and Costs (either positive or negative), if any, for each Terminated Contract (as determined by which Holders Liquidating Party in a commercially reasonable manner at a time or times reasonably determined by Liquidating Party), and may exchange Preferred Securities certificates and/or Common Securities certificates for Notesaggregate or net all such calculated Gains, or if Section 8.2(d) applies receive Losses and Costs into a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriatesingle liquidated settlement amount (“Settlement Amount”). (b) Except where Section 8.1(a)(vAs determined under sub-section 16.2 (a) or 8.2(d) appliesabove, in order to effect the liquidation of the Trust and distribution of the Notes to Securityholdersif such Settlement Amount is a positive number, the Property Trustee, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate be payable by Defaulting Party to effect Liquidating Party, and if such Settlement Amount is a negative number, then the distribution of Notes in exchange for the Outstanding Preferred Securities certificates and/or the Outstanding Common Securities certificatesabsolute value thereof shall be payable by Liquidating Party to Defaulting Party. (c) Except where Section 8.1(a)(v) or 8.2(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like The Settlement Amount of Notes will be issued due and payable upon demand therefor. At the discretion of Liquidating Party and without prior notice to holders Defaulting Party, the Settlement Amount may be reduced by and/or set-off against any amounts payable (whether or not arising under this Agreement or otherwise matured or contingent, and irrespective of Preferred Securities certificates the currency, place of payment, or place of booking of the obligation) between Liquidating Party and Defaulting Party and/or Common Securities certificatesany of their respective affiliates. Provided, upon surrender of such certificates further, that to the Administrative Trustees or their agent for exchangeextent permitted and possible, (iii) if any Preferred Securities certificates and/or Common Securities certificates not so surrendered for exchange will be deemed to represent a Like Amount term of Notes, accruing interest at the rate provided for in the Notes from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2, whether because of an order for dissolution entered set-off provision set forth herein is found by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the original intention of the Parties in relation to the set-off provision as set forth herein. (d) For purposes of calculating the Settlement Amount, the Liquidating Party shall not be required to enter into any replacement transaction(s). (e) Each Party hereby acknowledges and agrees that the payment obligations set forth in this Section 16 are reasonable in light of the anticipated harm and the difficulty of estimation or calculation of actual damages and each Party hereby waives the right to contest such payments as an unreasonable penalty or otherwise. (f) In addition and without duplication, distribution of the Notes in the manner provided herein is determined by the Property Trustee not if a Termination Event occurs with respect to be practical, the property of the Trust shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner a Party as the Property Trustee determines. In such event on Defaulting Party, then the date of Defaulting Party shall reimburse the dissolution, winding-up or other termination of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available Liquidating Party 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Costs incurred in connection therewithwith such default or failure to perform, absent bad faith or willful misconductthe occurrence of such Termination Event, including, without limitation, reasonable attorneys’ fees and expenses incurred in connection with any Terminated Contract, including any litigation arising from, arising out of, or relating to this Agreement.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later less than 30 thirty (30) nor more than 90 sixty (60) days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 shall no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which the Holders may exchange Preferred the Trust Securities certificates and/or Common Securities certificates Certificates for Notesthe Debentures, or or, if Section 8.2(d9.4(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to the Securityholders, the Property TrusteeTrustee shall establish a record date for such distribution (which shall be not more than 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of Notes will the Debentures shall be issued to holders the Holders of Preferred Trust Securities certificates and/or Common Securities certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, ; (iii) any the Depositor shall use its reasonable efforts to have the Debentures included in the American Stock Exchange, Inc. or on such other securities exchange or other organization as the Preferred Securities certificates and/or Common are then listed or traded; (iv) any Trust Securities certificates Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will shall be made to the Holders of Preferred Securities certificates and/or Common Securities certificates thereof with respect to such Notes) Debentures); and (ivv) all rights of the Securityholders holding the Trust Securities will shall cease, except the right of such Securityholders to receive Notes the Debentures upon surrender of Preferred the Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution of the Trust entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or and terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Trust, the Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to the 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 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, subject to Section 4.7). The holder Holder of the Common Securities will shall be entitled to receive the Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with the Holders of the Preferred Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesJunior Subordinated Debentures, subject to Section 8.2(d904(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Securities certificates and/or Common Trust Securities certificates for NotesJunior Subordinated Debentures, or if Section 8.2(d904(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Junior Subordinated Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Junior Subordinated Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v902(c) or 8.2(d904(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 Notes Junior Subordinated Debentures will be issued to holders of Preferred Trust Securities certificates and/or Common 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures, accruing interest at the rate provided for in the Notes Junior Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesJunior Subordinated Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Junior Subordinated Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Junior Subordinated Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 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 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 Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Capital Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees in accordance with their respective duties hereunder as provided herein as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 shall no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or or, if Section 8.2(d9.4(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem in good xxxxx xxxx appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) 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 Notes will Debentures shall be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, ; (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will shall be made to Holders of Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such Notes) Debentures); and (iv) all rights of Securityholders holding Trust Securities will shall cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined in good faith by the Property Trustee not to be practical, the property of 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 determinesdetermines in good faith. In such event event, on the date of the dissolution, winding-up or other termination dissolution of the Trust, Securityholders will shall 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 Holder of the Common Securities will shall be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination dissolution pro rata (determined as aforesaid) with Holders of Trust Preferred Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Trust Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. The term “Liquidation” means: (aA) If Residential’s or the Surviving Entity’s sale, liquidation or other disposition of an event specified in clause aggregate of 50% or more of the Single Family Residential Company Assets for which Altisource provides Services, excluding non-performing mortgage loans (i“NPLs”), sub-performing mortgage loans (“SPLs”) and real estate owned properties (“REOs”), (iiicollectively, the “Class A Assets”) over any trailing 18-month period, the proceeds of which Residential does not use to acquire additional Single Family Residential Company Assets or to pay down, make waterfall payments or make other required payments under Residential’s or the Surviving Entity’s financing or securitization facilities that further enable Residential to acquire any Single Family Residential Company Assets with funding available under such facilities (collectively, “Debt Payments”) or (ivB) Residential’s or the Surviving Entity’s sale, liquidation or other disposition of Section 8.1 occursan aggregate of 50% or more of the Single Family Residential Company Assets that are NPLs, SPLs and REOs (collectively, the “Class B Assets”) over any trailing 18-month period, the proceeds of which Residential or the Surviving Entity does not use to acquire additional Single Family Residential Company Assets or to make Debt Payments, or upon (C) any transaction or series of transactions following which Residential is no longer substantially a Single Family Residential Company. In determining the Expiration Datepercentage of Class A Assets being sold, liquidated or otherwise disposed in the case of subsection (A) above, and the Class B Assets being sold, liquidated or otherwise disposed in the case of subsection (B) above, the Trust shall be liquidated by the Trustees denominator of such Class A Assets or Class B Assets, as expeditiously as the Trustees determine to be possible by distributingapplicable, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Notes, subject to Section 8.2(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 days prior to the date upon which the Trust is liquidated (the “Liquidation DateBase SFRCA Number”) to shall be the aggregate market value of all such Class A Assets or Class B Assets, respectively, as of the Effective Date of the Amendment and Waiver Agreement; and provided further that the applicable Base SFRCA Number for each Holder of Trust Securities at such Holder’s address appearing in the Securities Register. All notices of liquidation shall: Class A Assets and the Class B Assets, as applicable, will be (i) state reduced by the Liquidation Date; amount of proceeds from the sale of Class A and Class B Assets, as applicable, that are used for Debt Payments in each such class, and (ii) state that from and after the Liquidation Date the Trust Securities will no longer be deemed to be Outstanding and any Preferred Securities certificates and/or Common Securities certificates surrendered for exchange will be deemed increased by the amount of new debt issued and that is used (I) in the case of the Base SFRCA Number for Class A Assets, to represent a Like Amount purchase Class A Assets, and (II) in the case of Notes; and (iii) provide such information with respect the Base SFRCA Number for Class B Assets, to purchase Class B Assets. In addition, the applicable Base SFRCA Number for each of the Class A Assets and Class B Assets shall be reset to the mechanics then-total market value of Single Family Residential Company Assets owned by which Holders may exchange Preferred Securities certificates and/or Common Securities certificates for Notes, Residential or if Section 8.2(d) applies receive a Liquidation Distributionthe Surviving Entity in each of the asset classes, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v) or 8.2(d) appliesapplicable, in order to effect the liquidation on each 18-month anniversary of the Trust and distribution Effective Date of the Notes to Securityholders, Amendment and Waiver Agreement. For purposes of the Property Trustee, either itself acting as exchange agent or through definition of Liquidation and the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Notes in exchange for the Outstanding Preferred Securities certificates and/or the Outstanding Common Securities certificates. (c) Except where Section 8.1(a)(v) or 8.2(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 Notes will be issued to holders of Preferred Securities certificates and/or Common Securities certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Preferred Securities certificates and/or Common Securities certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing interest at the rate provided for in the Notes from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificates. (d) In the event that, notwithstanding the other provisions of this Section 8.220.14, whether because but without limiting the provisions of an order for dissolution entered by a court of competent jurisdiction or otherwiseAltisource’s rights pursuant to Section 20.14(c), distribution of the Notes in the manner provided herein is determined by the Property Trustee Liquidation shall not to be practical, the property of the Trust 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 include any termination of the TrustAgreement or any Service or SOW by Residential or the Surviving Entity in accordance with the terms of Sections 6.2.1.1 (Material Breach), Securityholders will 6.2.1.2 (Altisource’s Insolvency), 6.2.2.1 (Legal Prohibition), 6.2.2.2 (Legal Violation), 6.2.2.3 (Government Citation), or 6.2.2.4 (Performance Standards) (each an “Agreement Termination Event”), in which case no Liquidation Fee shall be entitled to receive out of the assets of the Trust available for distribution to Securityholderspayable under Section 20.14(a), after satisfaction of liabilities to creditors of the Trust except 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”in Section 20.14(c). 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 9.2 occurs, or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be prepared by an Administrative Trustee and shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Unless Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and the distribution of the Notes Debentures to SecurityholdersHolders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Unless Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of then the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination dissolution of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or terminationup, 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 Holders 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(a)(1), 5.1(b)(2) or 5.1(b)(3) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 9.2 occurs, or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesSubordinated Debt Securities, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesSubordinated Debt Securities or the right to receive a Liquidation Distribution, as applicable; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesSubordinated Debt Securities, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Subordinated Debt Securities to SecurityholdersHolders, the Property Trustee, 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 Notes Subordinated Debt Securities in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Subordinated Debt Securities will be issued to holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any the Depositor shall use its best efforts to have the Subordinated 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 certificates and/or Common are then listed, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesSubordinated Debt Securities, accruing interest at the rate provided for in the Notes Subordinated Debt Securities from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesSubordinated Debt Securities) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Subordinated Debt Securities upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Subordinated Debt Securities in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders Holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersHolders, 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. Upon dissolution of the Partnership, unless an election to continue the business of the Partnership is made pursuant to Section 13.03, the General Partner, or, in the event the dissolution is caused by an event described in Section 13.02(b), a Person or Persons selected by a Majority Interest, shall be the Liquidating Trustee. The Liquidating Trustee shall proceed without any unnecessary delay to sell or otherwise liquidate the Partnership Assets and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (a) If an event specified in clause to pay (i), (iiior to make provision for the payment of) or (iv) of Section 8.1 occurs, or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to all creditors of the Trust as Partnership, other than Partners, in the order of priority provided by applicable law, to each Securityholder a Like Amount of Notes, subject to Section 8.2(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 days prior to the date upon which the Trust is liquidated (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; (iib) state to pay, on a pro rata basis, all creditors of the Partnership that from and after the Liquidation Date the Trust Securities will no longer be deemed to be Outstanding and any Preferred Securities certificates and/or Common Securities certificates surrendered for exchange will be deemed to represent a Like Amount of Notesare Partners; and (iiic) provide such information with respect after the payment (or the provision for payment) of all debts, liabilities, and obligations of the Partnership, to the mechanics General Partner and the Record Holders in accordance with Section 5.03. The Liquidating Trustee, if other than the General Partner, shall be entitled to receive such compensation for its services as Liquidating Trustee as may be approved by which Holders may exchange Preferred Securities certificates and/or Common Securities certificates for Notes, or if Section 8.2(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Majority Interest. The Liquidating Trustee shall deem appropriate. agree not to resign at any time without sixty (b60) Except where Section 8.1(a)(v) days prior written notice and, if other than the General Partner, may be removed at any time, with or 8.2(d) applieswithout cause, in order to effect the liquidation by written notice of removal approved by a Majority Interest. Upon dissolution, removal or resignation of the Trust Liquidating Trustee, a successor and distribution substitute Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the Notes to Securityholders, the Property original Liquidating Trustee, 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 Notes in exchange for the Outstanding Preferred Securities certificates and/or the Outstanding Common Securities certificates. be selected within ninety (c90) Except where Section 8.1(a)(v) or 8.2(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 Notes will be issued to holders of Preferred Securities certificates and/or Common Securities certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Preferred Securities certificates and/or Common Securities certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing interest at the rate provided for in the Notes from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2, whether because of an order for dissolution entered days thereafter by a court of competent jurisdiction Majority Interest. The right to appoint a successor or otherwise, distribution of the Notes substitute Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee will be deemed to refer also to any such successor or substitute Liquidating Trustee appointed in the manner herein provided. Except as expressly provided in this Article XIII, the Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidating Trustee to carry out the duties and functions of the Liquidating Trustee hereunder (including the establishment of reserves for liabilities that are contingent or uncertain in amount) for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidating Trustee to complete the winding up and liquidation of the Partnership as provided for herein. In the event that no Person is determined by the Property Trustee not selected to be practicalthe Liquidating Trustee as herein provided within one hundred twenty (120) days following the event of dissolution, or in the property event the Record Holders fail to select a successor or substitute Liquidating Trustee within the time periods set forth above, any Partner may make application to a Court of Chancery of the Trust shall be liquidated, and State of Delaware to wind up 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 affairs 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 Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except thatPartnership and, if an Indenture Event of Default has occurred and is continuingdeemed appropriate, the Preferred Securities shall have to appoint a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconductLiquidating Trustee.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated wound up by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction or the making of reasonable provision for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation dissolution shall be given by the Property Trustee by first-first- class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) Date to each Holder of Trust Securities at such Holder’s 's address appearing in the Securities Register. All such notices of liquidation dissolution 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation dissolution and winding-up of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other stock exchange, interdealer quotation system or self- regulatory organization as the Preferred Securities certificates and/or Common are then listed or traded, if any, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property or if an Early Termination Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or and terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event on event, in connection with the date of the dissolution, winding-up or other termination of the Trust, Securityholders 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 terminationdissolution and 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 Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, dissolution and winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesJunior Subordinated Debentures, subject to Section 8.2(d904(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Securities certificates and/or Common Trust Securities certificates for NotesJunior Subordinated Debentures, or if Section 8.2(d904(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Junior Subordinated Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Junior Subordinated Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v902(c) or 8.2(d904(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 Notes Junior Subordinated Debentures will be issued to holders of Preferred Trust Securities certificates and/or Common 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures, accruing interest at the rate provided for in the Notes Junior Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesJunior Subordinated Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Junior Subordinated Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Junior Subordinated Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 Trustevent, 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 terminationwinding-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 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 Capital Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination 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 liquidation by 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 shall or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, be conclusive 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 (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 Capital Securities other securities having substantially the same terms as the Capital Securities (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 Securityholders Depositor 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 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 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 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 have no liability not, except with the consent of holders of 100% in connection therewithLiquidation Amount of the Capital Securities, absent bad faith consolidate, amalgamate, merge with or willful misconductinto, or be replaced by or convey, transfer or lease its properties 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.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesJunior Subordinated Debentures, subject to Section 8.2(d904(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Securities certificates and/or Common Trust Securities certificates for NotesJunior Subordinated Debentures, or if Section 8.2(d904(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Junior Subordinated Debentures to SecurityholdersSecurity holders, the Property TrusteeTrustee 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 Notes Junior Subordinated Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v902(c) or 8.2(d904(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 Notes Junior Subordinated Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any 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, quotation system or other organization as the Preferred Securities certificates and/or Common may then be listed or traded, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures, accruing interest at the rate provided for in the Notes Junior Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesJunior Subordinated Debentures) and (ivv) all rights of Securityholders Security holders holding Trust Securities will cease, except the right of such Securityholders Security holders to receive Notes Junior Subordinated Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Junior Subordinated Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders Security holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersSecurity 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 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 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 a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 9.02 occurs or upon the Expiration Date, the Trust shall be liquidated by the Administrative Trustees as expeditiously as the Administrative Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesSubordinated Debentures, subject to Section 8.2(d9.04(d). Notice of liquidation shall be prepared by or on behalf of the Administrative Trustees and given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesSubordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates for NotesSubordinated Debentures, or if Section 8.2(d9.04(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.02(c) or 8.2(d9.04(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Subordinated Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Subordinated Debentures in exchange for the Outstanding Preferred Securities certificates and/or the Outstanding Common Securities certificatesTrust Securities. (c) Except where Section 8.1(a)(v9.02(c) or 8.2(d9.04(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) unless the Depositor elects to issue a Global Subordinated Debenture (as defined in the Indenture) pursuant to the provisions of the Indenture, definitive certificates representing a Like Amount of Notes Subordinated Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificates, upon surrender of such certificates their related Trust Securities Certificates to the Administrative Trustees or their agent for exchange, (iii) any the Depositor shall use its reasonable efforts to have the Subordinated Debentures listed on the NASDAQ Stock Market or on such other securities exchange or other organization as the Preferred Securities certificates and/or Common may then be listed or traded, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesSubordinated Debentures, accruing interest at the rate provided for in the Notes Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates Certificates until such certificates are so surrendered (and until the Holder surrenders such certificates are so surrenderedcertificates, no payments of interest or principal will be made to Holders of Preferred Securities certificates and/or Common Securities certificates such Holder with respect to such NotesSubordinated Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Subordinated Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Subordinated Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of the Trust shall be liquidated, dissolved and the Trust Property shall be dissolved, wound-up or terminated, liquidated by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination 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 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 legally 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 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 a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconductSecurities with respect to any distributions.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d904(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 thirty (30) nor more than 90 sixty (60) days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 shall no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which the Holders may exchange Preferred the Trust Securities certificates and/or Common Securities certificates Certificates for Notesthe Debentures, or or, if Section 8.2(d904(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to the Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or Certificates; provided, however, that for any Trust Securities held in global form, the Outstanding Common distribution of the Debentures shall be made to the holder of such Trust Securities certificatesas of one Business Day preceding the Liquidation Date. (c) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, after the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of Notes will the Debentures shall be issued to holders the Holders of Preferred Trust Securities certificates and/or Common Securities certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, ; (iii) any the Depositor shall use its best efforts to have the Debentures listed on such national securities exchange or included in a comparable automated quotation system as the Preferred Securities certificates and/or Common are then listed or traded; (iv) any Trust Securities certificates Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will shall be made to Holders of Preferred the Trust Securities certificates and/or Common Securities certificates Certificates with respect to such Notes) Debentures); and (ivv) all rights of the Securityholders holding the Trust Securities will shall cease, except the right of such Securityholders to receive Notes the Debentures upon surrender of Preferred the Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 event, on the date of the dissolution, winding-up or other termination of the Trust, the Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to the 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 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, subject to Section 407). The holder Holder of the Common Securities will shall be entitled to receive the Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with the Holders of the Preferred Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination 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 liquidation by assets substantially as an entirety to any corporation or other Person, except pursuant to this Section 905. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of the Preferred Securities, the Property Trustee shall or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, be conclusive 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 (a) such successor entity either (i) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities; or (ii) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise; (b) the Securityholders Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee as the holder of the Debentures; (c) the Successor Securities are listed or traded, or any Successor Securities shall have no liability be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, if any; (d) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in connection therewithany material respect; (e) such successor entity has a purpose substantially identical to that of the Trust; (f) prior to such merger, absent bad faith consolidation, amalgamation, replacement, conveyance, transfer or willful misconductlease, the Depositor has received an Opinion of Counsel to the effect that (i) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect; and (ii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity shall be required to register as an "investment company" under the Investment Company Act; and (g) 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, the Debentures, this Trust Agreement and the Expense Agreement. For purposes of this Section 905, any such consolidation, merger, sale, conveyance, transfer or other disposition as a result of which (a) the Company is not the surviving Person, and (b) the same Person is not both (i) the primary obligor in respect of the Debentures and (ii) the Guarantor under that certain Preferred Securities Guarantee Agreement of even date herewith (the "Guarantee") between the Company and Wilmington Trust Company, as guarantee trustee, shall be deemed to constitute a replacement of the Trust by a successor entity; provided further that, notwithstanding the foregoing, in the event that upon the consummation of such a consolidation, merger, sale, conveyance, transfer or other disposition, the parent company (if any) of the Company, or its successor, is a bank holding company or financial holding company or comparably regulated financial institution, such parent company shall guarantee the obligations of the Trust (and any successor thereto) under the Preferred Securities (including any Successor Securities) at least to the extent provided by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of the Holders of 100% in Liquidation Amount of the 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 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.

Liquidation. (a) If an event Early Termination Event specified in clause (i), (iii) or (iv) of Section 8.1 9.02 occurs, or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, the Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be appropriate by adequately providing for the satisfaction of liability to Creditors, if any, and by distributing to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.04(e). Notice of liquidation shall be given by the Property Trustee Administrative Trustees by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) Date to each Holder of Trust Securities at such Holder’s '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 Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.04(e) applies receive a Liquidation Distribution, as the Administrative Trustees Trustee or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.02(a)(ii) or 8.2(d9.04(d) or (e) applies, in order to effect affect the liquidation of the Trust Trust, if any, and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.02(a)(ii) or 8.2(d9.04(d) or (e) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common Securities certificates Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of or interest or principal will be made to Holders of Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) If at any time, a Tax Event shall occur and be continuing, the Administrative Trustees shall, unless the Debentures are redeemed in the limited circumstances described below, terminate the Trust and, after satisfaction of creditors of the Trust, if any, as provided by applicable law cause Debentures held by the Property Trustee having a Like Amount of the Preferred Securities and the Common Securities to be distributed to the Holders of the Preferred Securities and the Common Securities on a pro rata basis in liquidation of such Holders' interests in the Trust, within 90 days following the occurrence of such Tax Event; provided, however, that as a condition of such termination and distribution, the Administrative Trustees shall have received an opinion of nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), which opinion may rely on any then applicable published revenue rulings of the Internal Revenue Service, to the effect that the Holders of the Preferred Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the termination of the Trust and distribution of Debentures; and, provided, further, that, if and as long as at the time there is available to the Trust the opportunity to eliminate, within such 90-day period, the Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure which has no adverse effect on the Trust, the Depositor or the Holders of the Preferred Securities, the Trust will pursue such measure in lieu of termination. Furthermore, if (i) the Administrative Trustees have received an opinion of nationally recognized independent tax counsel experienced in such matters (a "Redemption Tax Opinion") that, as a result of a Tax Event, there is more than an insubstantial risk that the Depositor would be precluded from deducting the interest on the Debentures for United States federal income tax purposes even if the Debentures were distributed to the Holders of Preferred Securities and Common Securities in liquidation of such Holders' interests in the Trust as described above or (ii) the Administrative Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust, the Depositor shall have the right, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures in whole or in part for cash at the Redemption Price plus accumulated and unpaid Distributions to the date of such payment within 90 days following the occurrence of such Tax Event, and promptly following such redemption Preferred Securities and Common Securities with an aggregate liquidation preference amount equal to the aggregate principal amount of the Debentures so redeemed will be redeemed by the Trust at the Redemption Price plus accumulated and unpaid Distributions on a pro rata basis, provided, however, that if at the time there is available to the Depositor or the Administrative Trustees on behalf of the Trust the opportunity to eliminate, within such 90-day period, the Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure, which has no adverse effect on the Trust, the Depositor or the Holders of the Preferred Securities, the Depositor or the Administrative Trustees on behalf of the Trust will pursue such measure in lieu of redemption and provided further that the Depositor shall have no right to redeem the Debentures while the Administrative Trustees on behalf of the Trust are pursuing any such ministerial action. The Common Securities will be redeemed on a pro rata basis with the Preferred Securities, except that if an Event of Default has occurred and is continuing, the Preferred Securities will have a priority over the Common Securities with respect to payment of the Redemption Price and accumulated and unpaid Distributions to the date of such payment. (e) In the event that, notwithstanding the other provisions of this Section 8.29.04, whether because of an order for dissolution termination entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 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 Trust, if any, 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 Depositor 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 continuingcontinuing or if an Event of Default has not occurred solely by reason of a requirement that time lapse or notice be given, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d904(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 thirty (30) nor more than 90 sixty (60) days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 shall no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which the Holders may exchange Preferred the Trust Securities certificates and/or Common Securities certificates Certificates for Notesthe Debentures, or or, if Section 8.2(d904(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to the Securityholders, the Property TrusteeTrustee shall establish a record date for such distribution (which shall be not more than 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, after the Liquidation Date, (i) the Trust Securities will shall no longer be deemed to be Outstanding, outstanding; (ii) certificates representing a Like Amount of Notes will the Debentures shall be issued to holders the Holders of Preferred Trust Securities certificates and/or Common Securities certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, ; (iii) any the Depositor shall use its reasonable efforts to have the Debentures listed on the New York Stock Exchange or on such other securities exchange or other organization as the Preferred Securities certificates and/or Common are then listed or traded; (iv) any Trust Securities certificates Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will shall be made to Holders of Preferred the Trust Securities certificates and/or Common Securities certificates Certificates with respect to such Notes) Debentures); and (ivv) all rights of the Securityholders holding the Trust Securities will shall cease, except the right of such Securityholders to receive Notes the Debentures upon surrender of Preferred the Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or and terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Trust, the Securityholders will shall be entitled to receive out of the assets of the Trust available for distribution to the 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 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, subject to Section 407). The holder Holder of the Common Securities will shall be entitled to receive the Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with the Holders of the Preferred Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event any Early Termination Event specified in clause (ia), (iiib), (d) or and (ive) of Section 8.1 9.02 occurs, or upon the Expiration Date, the Trust shall be liquidated by dissolved and the Trustees Property Trustee shall distribute the Convertible Debentures to the Holders as expeditiously provided in this Section 9.05. Such dissolution and distribution shall be conditioned, however, on the Administrative Trustees’ receipt of an opinion of independent counsel to the effect that Holders will not recognize any gain or loss for United States federal income tax purposes as a result of the Trustees determine dissolution of the Trust and the distribution of the Convertible Debentures. (b) In connection with a distribution of the Convertible Debentures, each Holder of Trust Securities shall be entitled to be possible by distributingreceive, after the satisfaction of liabilities to creditors of the Trust (as provided evidenced by applicable lawa certificate of the Administrative Trustees), to each Securityholder a Like Amount of Notes, subject to Section 8.2(d)Convertible Debentures on a pro rata basis. Notice of liquidation shall be given by the Property Trustee Trustees by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesConvertible Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for Notes, or if Section 8.2(d) applies receive a Liquidation Distribution, Convertible Debentures as the Administrative Trustees or the Property Trustee shall deem appropriate. (bc) Except where Section 8.1(a)(v) or 8.2(d) applies, in In order to effect the liquidation of the Trust and distribution of the Notes Convertible Debentures to SecurityholdersHolders, the Property TrusteeTrustee 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 Notes Convertible Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (cd) Except where Section 8.1(a)(v9.02(c), 9.02(f) or 8.2(d9.05(f) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) if the Trust Securities are represented by one or more global certificates, DTC or its nominee, as a record holder of Trust Securities, will receive a registered global certificate or certificates representing a Like Amount the Convertible Debentures to be delivered upon liquidation of Notes will be issued to holders of Preferred Securities certificates and/or Common Securities certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchangeTrust, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange held by DTC or its nominee will be deemed to represent a Like Amount of NotesConvertible Debentures, accruing bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid distribution on such Preferred Securities certificates and/or Common Securities certificates Trust Securities, until such certificates Trust Securities Certificates are so surrendered (presented for cancellation, whereupon the Depositor will issue to the Holder, and until the Indenture Trustee will authenticate, a certificate representing the such certificates are so surrendered, no payments of interest or principal will be made to Holders of Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) Convertible Debentures and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Convertible Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (de) The Depositor will use its reasonable efforts to have the Convertible Debentures that are distributed in exchange for the Trust PIERS to be listed on such securities exchange as the Trust PIERS are then listed. The Depositor may elect to have the 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 8.29.05, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Convertible Debentures in the manner provided herein is determined by the Property Trustee Administrative Trustees not to be practical, in which event the property of the Trust 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 Holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersHolders, after satisfaction of liabilities to creditors of the Trust as provided by applicable lawcreditors, an amount equal to the Liquidation Amount per Trust Security plus accumulated accrued and unpaid Distributions Distributions, including Contingent Distributions, thereon to the date of payment (such amount being the “Liquidation Distribution”). If, upon any If 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 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 SecuritiesTrust PIERS, except that, if an Indenture Event of Default has occurred and is continuing, the Preferred Securities Trust PIERS shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, dissolved and its affairs wound-up or terminatedup, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holders 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), [(iiib),] (e) or (ivf) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Administrative Trustees and the Property Trustee as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of NotesTrust Securities held by such Holder, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) Date to each Holder of Trust Securities at such Holder’s '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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates 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 NotesPreferred Securities held by such Holder; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or or, if Section 8.2(d9.4(e) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes will the Debentures to be issued to holders of Preferred Securities certificates and/or Common Securities certificatesdelivered upon such distribution, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, and (iii) any Preferred Trust Securities certificates and/or Common Securities certificates 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 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 Notes from the last Distribution Date on which a Distribution was made accrued and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificatesreissuance. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practicalpracticable, the property of 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 determinesdetermines in good faith. In such event event, on the date of the dissolution, winding-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 accrued and unpaid Distributions thereon to the date of payment (such amount being the “"Liquidation Distribution”"). If, upon any such dissolution, winding 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 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 a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any . (e) Upon the redemption of the Debentures in whole (but not in part), at maturity, the proceeds from such determination redemption shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so redeemed at a redemption price of $50 per Security plus an amount equal to accrued and liquidation by unpaid Distributions thereon at the Property Trustee shall be conclusive upon date of the Securityholders and the Property Trustee shall have no liability repayment, payable in connection therewith, absent bad faith or willful misconductcash.

Liquidation. DISPOSITION OR ACQUISITION OF ASSETS, MERGER, NEW SUBSIDIARIES. The Borrower and the Parent shall not, and shall not permit any Restricted Subsidiary of the Borrower to, at any time: (a) If an event specified in clause liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up; or sell, lease, abandon, transfer or otherwise dispose of all or any part of its assets, Properties or business other than (i) so long as the Borrower complies with Section 2.05 and Section 2.11 hereof, Permitted Asset Sales, (ii) so long as there exists no Default or Event of Default both before and after giving effect to any such sale and the Borrower complies with Section 2.05 and Section 2.11 hereof, (A) sales of assets with a sales price of less than $5,000,000 for any one sale and less than $10,000,000 in the aggregate for all such sales from the Closing Date through the Maturity Date, (B) sales of accounts receivable in accordance with the terms of Section 8.12 hereof, (C) and after delivery of prior written notice to the Administrative Agent, any Restricted Subsidiary of the Borrower can be dissolved so long as a wholly owned Restricted Subsidiary of the Borrower that has executed an Unlimited Guaranty or the Borrower acquires all such Restricted Subsidiary's assets (and such Restricted Subsidiary may be released from its Unlimited Guaranty), (iiiD) after delivery of prior written notice to the Administrative Agent, any wholly owned direct or (iv) of Section 8.1 occurs, or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors indirect Restricted Subsidiary of the Trust as provided by applicable lawBorrower that has executed an Unlimited Guaranty of the Obligations hereunder may sell or transfer assets, to each Securityholder a Like Amount of Notes, subject to Section 8.2(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 days prior or business to the date upon which Borrower or any other wholly owned indirect or indirect Restricted Subsidiary of the Trust is liquidated Borrower that has executed an Unlimited Guaranty of the Obligations hereunder, and (E) the “Liquidation Date”) to each Holder Borrower may sell all or any portion 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 Preferred Securities certificates and/or Common Securities certificates surrendered for exchange will be deemed to represent a Like Amount of Notes; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Securities certificates and/or Common Securities certificates for Notes, or if Section 8.2(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriatePSINet Shares. (b) Except where Section 8.1(a)(vacquire any assets, Property or business of any other Person, or participate in any joint venture, except (i) assets and Property acquired in the ordinary course of business, (ii) provided that the Borrower complies fully with Sections 6.12, 8.04(e) and 8.05(d) hereof, Permitted Acquisitions may be consummated, (iii) after delivery of prior written notice to the Administrative Agent, the Borrower or 8.2(d) applies, in order to effect the liquidation any wholly owned direct or indirect Restricted Subsidiary of the Trust and distribution Borrower that has executed an Unlimited Guaranty of the Notes to SecurityholdersObligations hereunder may acquire assets, Property or business from any other wholly owned direct or indirect Restricted Subsidiary of the Property TrusteeBorrower that has executed an Unlimited Guaranty of the Obligations hereunder, either itself acting as exchange agent or through (iv) assets acquired constituting wholly owned Unrestricted Subsidiaries in accordance with the appointment terms of a separate exchange agentSection 8.04(j) hereof, shall establish such procedures as it shall deem appropriate to effect the distribution of Notes (v) assets acquired in exchange for the Outstanding Preferred Securities certificates and/or the Outstanding Common Securities certificates.connection with transactions described on Schedule 8.16 hereto and (vi) Investments permitted by Section 8.04 hereof; (c) Except where Section 8.1(a)(v) enter into any merger or 8.2(d) appliesconsolidation, after the Liquidation Dateexcept that, so long as there exists no Default or Event of Default and none is caused thereby (i) after delivery of prior written notice to the Trust Securities will no longer be deemed to be OutstandingAdministrative Agent, any wholly owned Restricted Subsidiary of the Borrower can merge or consolidate into any other wholly owned Restricted Subsidiary of the Borrower, or so long as such transaction is in connection with a Permitted Acquisition, into another Person, so long as a wholly owned Restricted Subsidiary of the Borrower which has executed an Unlimited Guaranty is a survivor, or into the Borrower so long as the Borrower is the surviving corporation or (ii) certificates representing a Like Amount after delivery of Notes will be issued to holders of Preferred Securities certificates and/or Common Securities certificates, upon surrender of such certificates prior written notice to the Administrative Trustees Agent, another Person may be merged into the Borrower or their agent for exchangeany wholly owned Restricted Subsidiary of the Borrower that has executed an Unlimited Guaranty in connection with a Permitted Acquisition, (iii) any Preferred Securities certificates and/or Common Securities certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing interest at long as the rate provided for in Borrower or such wholly owned Restricted Subsidiary is the Notes from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificates.surviving corporation; and (d) In create or acquire any Subsidiary, except (a) as permitted by Section 8.04(e) hereof and Section 8.05(b) above, (b) Unrestricted Subsidiaries in accordance with the event that, notwithstanding the other provisions terms and conditions of this Section 8.2, whether because of an order for dissolution entered by a court of competent jurisdiction 8.04(i) or otherwise, distribution of the Notes in the manner provided herein is determined by the Property Trustee not to be practical, the property of the Trust shall be liquidated(j) hereof, and the Trust shall be dissolved, wound-up (c) so long as (i) there exists no Default 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 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 both before and is continuing, after giving effect to the Preferred Securities shall have a priority over the Common Securities. Any such determination creation of any new wholly owned Restricted Subsidiary and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.the

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any the Depositor shall use its best efforts to have the Debentures listed on the Nasdaq Stock Market or on such exchange, other interdealer quotation system or self-regulatory organization as the Preferred Securities certificates and/or Common are then listed, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-up or terminated, terminated by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holders 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 a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (i), (iii) or (ivii) of Section 8.1 9.02 occurs, or upon the Expiration Date, the Trust shall be liquidated by the Trustees shall, as expeditiously as the Trustees determine to be possible by practicable, make a final distribution (a "Final Distribution") distributing, after satisfaction subject to receipt of liabilities to creditors an Opinion of the Trust Counsel as provided by applicable lawspecified in Section 4.02(b), to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.04(e). Notice of liquidation such Final Distribution shall be given by the Property Trustee Administrative Trustees by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) Final Distribution Date to each Holder of Trust Securities at such Holder’s 's address appearing in the Securities Register. All notices Any such notice of liquidation Final Distribution shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date Final Distribution Date, the Trust Securities will no longer be deemed to be Outstanding outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.04(e) applies receive a Liquidation Final Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) If an Early Termination Event specified in clause (i) of Section 9.02 occurs, a Liquidating Trustee may be appointed (which Liquidating Trustee may be the same Person as the Property Trustee) by Act of the Securityholders of a majority in aggregate Liquidation Amount of the Outstanding Trust Securities or by a court of competent jurisdiction. Any such Liquidating Trustee shall (unless otherwise instructed by a court of competent jurisdiction) distribute the Trust Property in substantially the same manner as described in Section 9.04(a), (c) and (d), or, if deemed appropriate by such Liquidating Trustee, shall liquidate the Trust Property and distribute the proceeds in substantially the same manner as described in Section 9.04(e). (c) Except where Section 8.1(a)(v) or 8.2(d9.04(e) applies, in order to effect the liquidation Final Distribution of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Final Distribution 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (cd) Except where Section 8.1(a)(v) or 8.2(d9.04(e) applies, after the Liquidation Final Distribution Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any SPS shall use its reasonable efforts to have the Debentures listed on the New York Stock Exchange or on such other exchanges as the Preferred Securities certificates and/or Common are then listed, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (de) In the event that, notwithstanding the other provisions of this Section 8.29.04, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee (or the Liquidating Trustee if one is appointed pursuant to Section 9.04(b)) not to be practical, the property of the Trust Property shall be liquidated, the proceeds distributed and the Trust shall be dissolved, wound-up or terminated, Certificates canceled by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of specified by the dissolution, winding-up or other termination of the TrustProperty Trustee, 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 lawcreditors, an amount equal to the Liquidation Amount per Trust Security plus accumulated 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct."

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics procedures by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the national stock exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self- regulatory organization as the Capital Securities are then listed, (iv) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of or if an Early Termination Event specified in Section 9.2(c) occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holders 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 9.2 occurs, or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Unless Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and the distribution of the Notes Debentures to SecurityholdersHolders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Unless Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of then the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination dissolution of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or terminationup, 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 Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, dissolution or winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event any Early Termination Event specified in clause (ia), (iiib), (d) or and (ive) of Section 8.1 9.02 occurs, or upon the Expiration Date, the Trust shall be liquidated by and the Trustees Property Trustee shall distribute the Subordinated Debt Securities to the Securityholders as expeditiously as provided in this Section 9.05. (b) In connection with a distribution of the Trustees determine Subordinated Debt Securities, each Holder of Trust Securities shall be entitled to be possible by distributingreceive, after the satisfaction of liabilities to creditors of the Trust (as provided evidenced by applicable lawa certificate of the Administrative Trustees), to each Securityholder a Like Amount of Notes, subject to Section 8.2(d)Subordinated Debt Securities. Notice of liquidation shall be given by the Property Trustee Trustees by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesSubordinated Debt Securities; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Certificates for Subordinated Debt Securities certificates for Notes, or if Section 8.2(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (bc) Except where Section 8.1(a)(v) or 8.2(d) applies, in In order to effect the liquidation of the Trust and distribution of the Notes Subordinated Debt Securities to Securityholders, the Property TrusteeTrustee 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 Notes Subordinated Debt Securities in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (cd) Except where Section 8.1(a)(v9.02(c) or 8.2(d9.05(f) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Notes Subordinated Debt Securities will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesSubordinated Debt Securities, accruing interest at the rate provided for in the Notes Subordinated Debt Securities from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesSubordinated Debt Securities) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Subordinated Debt Securities upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (de) The Depositor will use its reasonable efforts to have the Subordinated 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 Subordinated 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 8.29.05, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Subordinated Debt Securities in the manner provided herein is determined by the Property Trustee Administrative Trustees not to be practical, in which event the property of the Trust 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 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 lawcreditors, an amount equal to the Liquidation Amount per Trust Security plus accumulated accrued and unpaid Distributions thereon to the date of payment (such amount being the “"Liquidation Distribution”"). If, upon any If 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebt Securities, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebt Securities; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebt Securities, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debt Securities to Securityholders, the Property TrusteeTrustee 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 Notes Debt Securities in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debt Securities will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any the Sponsor shall use its reasonable efforts to have the Debt Securities listed on the New York Stock Exchange, the Pacific Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities certificates and/or Common are then listed, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebt Securities, accruing interest at the rate provided for in the Notes Debt Securities from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebt Securities) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debt Securities upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debt Securities in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 Trustevent, 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 terminationwinding-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 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 with respect to any Debt Security has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or --- --- (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be --- ----------- liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(e). -------------- (b) Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures or, or if Section 8.2(d9.4(e) applies applies, receive a -------------- Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (bc) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(e) applies, in order to -------------- ------ effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (cd) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(e) applies, on and after the -------------- ------ Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Notes Debentures will be issued to holders the Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any the Depositor shall cause the Debenture Issuer to use its reasonable efforts to have the Debentures listed or traded on such stock exchange, interdealer quotation system and/or other self-regulatory organization as the Preferred Securities certificates and/or Common are then listed or traded, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (de) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of ----------- competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, and 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 Trustevent, 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 terminationup, 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 Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination dissolution pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d904(d). Notice of liquidation shall be given by the Depositor or the Property Trustee at the direction and expense of the Depositor by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d904(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v902(c) or 8.2(d904(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 Notes Debentures will be issued to holders Securityholders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any the Depositor shall use its reasonable efforts to have the Debentures listed on the New York Stock Exchange or on such other stock exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities certificates and/or Common are then listed or traded, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Securityholders of Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such Notes) Debentures), and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 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 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 Securityholder 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 Securityholders of Preferred Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewithSECTION 905. MERGERS, absent bad faith or willful misconduct.CONSOLIDATIONS,

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction or the making of reasonable provisions for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures or, or if Section 8.2(d9.4(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.2(e) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.2(e) 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 Notes will Debentures shall be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on any exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities certificates and/or Common are then listed or traded, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will shall be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such Notes) Debentures), and (ivv) all rights of Securityholders Holders holding Trust Securities will shall cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 determinesTrustee. In such event on the date of the dissolutionevent, winding-up or other termination of the Trust, Securityholders Holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersHolders, 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 Holder of the Common Securities will shall 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 a Indenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Property Trustee and the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such Notes) Debentures), and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property 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 shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holder of all 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesJunior Subordinated Debentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 15 nor more than 90 45 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesJunior Subordinated Debentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Junior Subordinated Debentures to SecurityholdersHolders, the Property TrusteeTrustee shall establish a record date for such distribution (which shall be not more than 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 Notes Junior Subordinated Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes will the Junior Subordinated Debentures to be issued delivered upon such distribution with respect to holders of Preferred Securities certificates and/or Common 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 held by the Clearing Agency for the Preferred Securities certificates and/or Common Securities certificates not so surrendered for exchange 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 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 Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificatesreissuance. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, 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 Junior Subordinated Debentures is determined by the Property Trustee not to be practical, the property 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, wound-up or terminated, liquidated by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination dissolution of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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, winding up or termination, 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 Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination liquidation pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination Securities as provided in Section 4.3. (e) Following the dissolution of the Issuer Trust and liquidation by after the Property completion of the winding up of the affairs of the Issuer Trust, the Delaware Trustee shall be conclusive upon file a certificate of cancellation with the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconductDelaware Secretary of State.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics procedures by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the national stock exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee Administrative Trustees not to be practical, the property of the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-wound up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event on the date of the dissolutionevent, winding-up or other termination of the Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or terminationup, 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 Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination dissolution pro rata (determined as aforesaid) with Holders of Preferred Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Certificates to the Administrative Trustees or their agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures being accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property 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 shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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”"LIQUIDATION DISTRIBUTION"). If, upon any such dissolution, winding up or termination, 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 PRO RATA basis (based upon Liquidation Amounts). The holder Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata PRO RATA (determined as aforesaid) with Holders of Preferred Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesJunior Subordinated Debentures, subject to Section 8.2(d904(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Securities certificates and/or Common Trust Securities certificates for NotesJunior Subordinated Debentures, or if Section 8.2(d904(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Junior Subordinated Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Junior Subordinated Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v902(c) or 8.2(d904(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 Notes Junior Subordinated Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures, accruing interest at the rate provided for in the Notes Junior Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesJunior Subordinated Debentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Junior Subordinated Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2904, 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 property of the Trust 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.Junior Subordinated

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction or the making of reasonable provisions for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminatedup, by the Property Trustee in such manner as the Property Trustee determinesTrustee. In such event on the date of the dissolution, winding-up or other termination of the Trustevent, 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, If 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 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 Capital Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iii) b), or (ivd) of Section 8.1 occurs, 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesJunior Subordinated Debentures, subject to Section 8.2(d904(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Securities certificates and/or Common Securities certificates for Notes, or if Section 8.2(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v902(c) or 8.2(d904(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Junior Subordinated Debentures to SecurityholdersSecurity holders, the Property TrusteeTrustee 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 Notes Junior Subordinated Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v902(c) or 8.2(d904(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 Notes Junior Subordinated Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificates, Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any 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, quotation system or other organization as the Preferred Securities certificates and/or Common may then be listed or traded, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures, accruing interest at the rate provided for in the Notes Junior Subordinated Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesJunior Subordinated Debentures) and (ivv) all rights of Securityholders Security holders holding Trust Securities will cease, except the right of such Securityholders Security holders to receive Notes Junior Subordinated Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.2904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Junior Subordinated Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders Security holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersSecurity 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 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 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 a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, and subject to Section 4.3(a) and 9.4(d), to each Securityholder Holder a Like Amount of Notes, subject to Section 8.2(d)Debentures. Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrators) shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees Administrators or their agent for exchange, (iii) any the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities certificates and/or Common are then listed, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, upon the Expiration Date or the occurrence of an Early Termination Event, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 dissolutionevent, winding-up or other termination of the Trust, Securityholders Holders will be entitled to receive out of the assets of the Trust available for distribution to SecurityholdersHolders, 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 terminationwinding-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 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 a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and . (e) Upon the completion of the liquidation by of the Trust, the Property Trustee shall be conclusive upon file a certificate of cancellation with the Securityholders Secretary of State in the State of Delaware and the Property Trustee Trust shall have no liability in connection therewith, absent bad faith or willful misconductterminate.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as 57 50 expeditiously as the Trustees determine to be possible by distributing, after satisfaction or the making of reasonable provisions for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed or traded, (iv) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will 58 51 cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 determinesTrustee. In such event 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 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 Capital Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Dissolution Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall (after consultation with the Administrative Trustees)shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, dissolved and its affairs wound-up or terminatedup, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holders 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrators) shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property 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 shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holders 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 9.2 occurs, or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Unless Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and the distribution of the Notes Debentures to SecurityholdersHolders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Unless Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed, (iv) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of then the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holders 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.as

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures or the right to receive a Liquidation Distribution, as applicable; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property Trustee, 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 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 on 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 Capital Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics procedures by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property TrusteeAdministrative Trustees, either itself themselves acting as exchange agent or through the appointment of the Property Trustee as 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 they shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the national stock exchange, the New York Stock Exchange or on such other exchange, interdealer quotation system or self- regulatory organization as the Capital Securities are then listed, if any, (iv) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of or if an Early Termination Event specified in Section 9.2(c) occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holders 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics procedures by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the national stock exchange, the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Capital Securities are then listed (it being understood that the Depositor has no current intention of listing the Capital Securities on any Preferred national stock exchange, the Nasdaq National Market or on any other exchange, interdealer quotation system or self-regulatory organization), (iv) any Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of or if an Early Termination Event specified in Section 9.2(c) occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holders 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 Capital Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Preferred Capital Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Dissolution Event specified in clause (i), (iii) or (iva) of Section 8.1 9.2 occurs, or upon the Expiration Date, the Issuer Trust shall be liquidated by the Property Trustee and the Administrative Trustees as expeditiously as the Property Trustee and the Administrative Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder of Trust Preferred Securities of each Class a Like Amount of NotesCorresponding Assets as of the date of such distribution, subject to Section 8.2(d9.4(d). If an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, because such Early Dissolution 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 liquidated by the Property Trustee and the Administrative Trustees as expeditiously as the Property Trustee and the Administrative Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Holder of Trust Preferred Securities of each Class a Like Amount of Corresponding 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 prepaid, mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) Date to each Holder of Trust Preferred Securities of each Class at such Holder’s address appearing in the Securities Register. All such notices of liquidation shall: (i) state the CUSIP Number of the Trust Securities of each Class; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date Date, the Trust Securities of such Class will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates of such Class for NotesCorresponding Assets, or if Section 8.2(d9.4(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee (after consultation with the Administrative Trustees) shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(b) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Corresponding Assets to SecurityholdersHolders, the Property 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 30 days prior to Trust Agreement the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Corresponding Assets in exchange for the Outstanding Preferred Trust Securities certificates and/or Certificates of the Outstanding Common Securities certificatesrelated Classes. (c) Except where Section 8.1(a)(v9.2(b) or 8.2(d9.4(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 Class of Trust Preferred Securities are Notes or shares of Preferred Stock, certificates representing a Like Amount of Notes or Preferred Stock (or fractional interests in or depositary shares for Preferred Stock) will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates of the relevant Classes, 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing interest at Corresponding Assets of the rate provided for in the Notes from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common Securities certificates applicable Class 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesCorresponding Assets) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Corresponding Assets upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Corresponding Assets in the manner provided herein is determined by the Property Trustee and the Administrative Trustees not to be practical, the property or if an Early Dissolution Event specified in clause (b) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Trust shall be dissolved, Issuer Trust’s affairs wound-up or terminatedup, by the Property Trustee and the Administrative Trustees in such manner as the Property Trustee determinesand the Administrative Trustees determine. In such event on event, upon the date of the dissolution, winding-up or other termination of the TrustIssuer Trust except with respect to an Early Dissolution Event specified in clause (b) of Section 9.2, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or terminationwinding-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 holder , except that the right of Holders 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 will be subordinated to the right of Holders of Preferred Securities, except that, if an Indenture Event of Default has occurred and is continuing, the Trust Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability to receive Liquidation Distributions as provided in connection therewith, absent bad faith or willful misconductSection 4.3(c).

Liquidation. (a) If an event Early Dissolution Event specified in clause (ia), (iiib), (d) or (ive) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Notes, subject to Section 8.2(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) to each Holder of Trust Securities at such Holder’s address appearing in the Securities Register. All notices of liquidation shall:after (i) state the Liquidation Date; (ii) state that that, from and after the Liquidation Date Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates 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 NotesPreferred Securities held by such Holder; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or or, if Section 8.2(d9.4(d) applies applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes will the Debentures to be issued to holders of Preferred Securities certificates and/or Common Securities certificates, delivered upon surrender of such certificates to the Administrative Trustees or their agent for exchange, distribution and (iii) any Preferred Trust Securities certificates and/or Common Securities certificates 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 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 Notes from the last Distribution Date on which a Distribution was made accrued and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificatesreissuance. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practicalpracticable, the property of 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 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. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconduct.an

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Property Trustee or Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates Trust Securities Certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization on which the Trust Preferred Securities certificates and/or Common are then listed, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property 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 shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or termination, 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 Holder of all 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 Preferred Securities, except that, if an Indenture a Debenture Event of Default specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Trust Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability Securities as provided in connection therewith, absent bad faith or willful misconductSection 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iii) provide such information with respect to the mechanics procedures by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for Notes, or if Section 8.2(d) applies receive a Liquidation DistributionDebentures, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, 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 Debentures listed on any national securities exchange or other organization on which the Preferred Securities certificates and/or Common are then listed, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Securities certificates and/or Common Securities certificates Trust Certificates until such certificates are so surrendered (and until such 50 certificates are so surrendered, no payments of interest or principal will be made to Holders holders of Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatan Early Termination Event specified in Section 9.2(a) or (d) occurs, notwithstanding the other provisions of this Section 8.2, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, and distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 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 (evidenced by a certificate of the Administrative Trustees) as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated 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 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 a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconductSecurities pursuant to Section 4.3.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Trustees Property Trustee as expeditiously as the Trustees determine Property Trustee determines to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, to each Securityholder Holder a Like Amount of NotesJunior Subordinated Debentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid prepaid, mailed not later than 30 15 nor more than 90 45 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesJunior Subordinated Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesJunior Subordinated Debentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees Administrators or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Junior Subordinated Debentures to SecurityholdersHolders, the Property TrusteeTrustee shall establish a record date for such distribution (which shall be not more than 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 Notes Junior Subordinated Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes will the Junior Subordinated Debentures to be issued delivered upon such distribution with respect to holders of Preferred Securities certificates and/or Common 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 held by the Clearing Agency for the Preferred Securities certificates and/or Common Securities certificates not so surrendered for exchange 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 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 Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Securities certificates and/or Common Securities certificates with respect to such Notes) and (iv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes upon surrender of Preferred Securities certificates and/or Common Securities certificatesreissuance. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, 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 Junior Subordinated Debentures is determined by the Property Trustee not to be practical, the property 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, wound-up or terminated, liquidated by the Property Trustee in such manner as the Property Trustee determines. In such event event, on the date of the dissolution, winding-up or other termination dissolution of the Issuer Trust, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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, winding up or termination, 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 Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination liquidation pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Indenture a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination Securities as provided in Section 4.3. (e) Following the dissolution of the Issuer Trust and liquidation by after the Property Trustee completion of the winding up of the affairs of the Issuer Trust, one of the Issuer Trustees shall be conclusive upon file a certificate of cancellation with the Securityholders and the Property Trustee shall have no liability in connection therewith, absent bad faith or willful misconductDelaware Secretary of State.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction or the making of reasonable provisions for the payment of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures; and (iiiiv) provide such information with respect to the mechanics by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Notes Debentures to Securityholders, the Property TrusteeTrustee 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 Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any the Depositor shall use its best efforts to have the Debentures listed on the New York Stock Exchange or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities certificates and/or Common are then listed or traded, (iv) any Trust Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, accruing interest at the rate provided for in the Notes Debentures from the last Distribution Date on which a Distribution was made on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (ivv) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event that, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the property of 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 determinesTrustee. In such event 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 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 a Debenture Event of Default has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities. Any such determination SECTION IX.5 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 liquidation by assets substantially as an entirety to any corporation or other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of the Preferred Securities, the Property Trustee shall or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, or be conclusive 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 (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the “Successor Securities”) so long as the Successor Securities rank the same as the Preferred Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Securityholders Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed or traded, if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel 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 Preferred 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 1940 Act and (viii) 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 have no liability not, except with the consent of Holders of 100% in connection therewithLiquidation Amount of the Preferred Securities, absent bad faith consolidate, amalgamate, merge with or willful misconductinto, or be replaced by or convey, transfer or lease its properties 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, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Liquidation. (a) If an event Early Termination Event specified in clause (ia), (iiib) or (ivd) of Section 8.1 occurs, 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as expeditiously as the Issuer Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, including Section 3808(e) of the Act to each Securityholder Holder a Like Amount of NotesDebentures, subject to Section 8.2(d9.4(d). Notice of liquidation shall be given by the Property TRUST AGREEMENT Trustee by first-class mail, postage prepaid mailed not later less than 30 nor more than 90 60 days prior to the date upon which the Trust is liquidated (the “Liquidation Date”) 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 CUSIP Number of the Trust Securities; (ii) state the Liquidation Date; (iiiii) state that from and after the Liquidation Date Date, the Trust Securities will no longer be deemed to be Outstanding and any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not surrendered for exchange will be deemed to represent a Like Amount of NotesDebentures, or if Section 9.4(d) applies, a right to receive a Liquidation Distribution; and (iiiiv) provide such information with respect to the mechanics procedures by which Holders may exchange Preferred Trust Securities certificates and/or Common Securities certificates Certificates for NotesDebentures, or if Section 8.2(d9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(d) applies, in order to effect the liquidation of the Issuer Trust and distribution of the Notes Debentures to SecurityholdersHolders, the Property 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 30 days prior to the Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the distribution of Notes Debentures in exchange for the Outstanding Preferred Trust Securities certificates and/or the Outstanding Common Securities certificatesCertificates. (c) Except where Section 8.1(a)(v9.2(c) or 8.2(d9.4(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 Notes Debentures will be issued to holders Holders of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates, upon surrender of such certificates to the Administrative Trustees or their exchange agent for exchange, (iii) any Preferred Trust Securities certificates and/or Common Securities certificates Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Notes, accruing Debentures bearing accrued and unpaid interest at in an amount equal to the rate provided for in the Notes from the last Distribution Date on which a Distribution was made accumulated and unpaid Distributions on such Preferred Trust Securities certificates and/or Common Securities certificates 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 Preferred Trust Securities certificates and/or Common Securities certificates Certificates with respect to such NotesDebentures) and (iv) all rights of Securityholders Holders holding Trust Securities will cease, except the right of such Securityholders Holders to receive Notes Debentures upon surrender of Preferred Trust Securities certificates and/or Common Securities certificatesCertificates. (d) In the event thatIf, notwithstanding the other provisions of this Section 8.29.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Notes Debentures in the manner provided herein is determined by the Property Trustee and the Administrative Trustees not to be practicalpossible, or if an Early Dissolution Event specified in clause (c) of Section 9.2 occurs, the property of the Trust Property shall be liquidated, and the Trust Issuer Trust’s affairs shall be dissolved, wound-wound up or terminated, by the Property Trustee and the Administrative Trustees in such manner as the Property Trustee determinesAdministrative Trustees determine. In such event on event, upon the date of the dissolution, winding-up or other termination of the TrustIssuer Trust except with respect to an Early Dissolution Event specified in clause (b) of Section 9.2, Securityholders Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to SecurityholdersHolders, 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 dissolution, winding up or terminationup, 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 TRUST AGREEMENT paid on a pro rata basis (based upon Liquidation Amounts). The holder Holders of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination dissolution pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if an Indenture Event of Default has occurred and is continuing, that the Preferred Securities shall have a priority over the Common Securities. Any such determination and liquidation by Securities under the Property Trustee shall be conclusive upon the Securityholders and the Property Trustee shall have no liability circumstances provided in connection therewith, absent bad faith or willful misconductSection 4.3.