Common use of Subordinated Securities in Global Form; Depositories Clause in Contracts

Subordinated Securities in Global Form; Depositories. (a) Each Registered Global Subordinated Security shall: (i) represent and be denominated in an aggregate amount equal to the aggregate principal amount of the Subordinated Securities of the series to be represented by such Registered Global Subordinated Security, (ii) be registered in the name of either the Depository for such Registered Global Subordinated Security or the nominee of such Depository, (iii) be delivered by the Trustee to such Depository or pursuant to such Depository's written instruction and (iv) bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Subordinated Securities in definitive form, this Registered Global Subordinated Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee to a successor Depository or a nominee of any successor Depository." The notation of the record owner's interest in such Registered Global Subordinated Security upon the original issuance thereof shall be deemed to be delivery in connection with the original issuance of each beneficial owner's interest in such Registered Global Subordinated Security. Without limiting the foregoing, the Company and the Trustee shall have no responsibility, obligation or liability with respect to: (x) the maintenance, review or accuracy of the records of the Depository or of any of its participating organizations with respect to any ownership interest in or payments with respect to such Registered Global Subordinated Security, (y) any communication with or delivery of any notice (including notices of redemption) with respect to the series of Subordinated Securities represented by the Registered Global Subordinated Security to any Person having any ownership interest in such Registered Global Subordinated Security or to any of the Depository's participating organizations or (z) any payment made on account of any beneficial ownership interest in such Registered Global Subordinated Security. (b) If any Subordinated Security of a series is issuable in the form of a Registered Global Subordinated Security or Subordinated Securities, each such Registered Global Subordinated Security may provide that it shall represent the aggregate amount of Outstanding Subordinated Securities of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Subordinated Securities of such series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Registered Global Subordinated Security to reflect the amount of Outstanding Subordinated Securities of a series represented thereby shall be made by the Trustee and in such manner as shall be specified on such Registered Global Subordinated Security. Any instructions by the Company with respect to a Registered Global Subordinated Security, after its initial issuance, shall be in writing but need not comply with Section 13.03 of this Subordinated Indenture. (c) Each Depository designated pursuant to the provisions of Section 2.03 of this Subordinated Indenture for a Registered Global Subordinated Security must, at the time of its designation and at all times while it serves as a depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. If at any time the Depository for the Subordinated Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Securities of such series or if at any time the Depository for the Subordinated Securities of such series shall no longer be eligible under this Section 2.12, the Company shall appoint a successor Depository with respect to the Subordinated Securities of such series. If a successor Depository for the Subordinated Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or learns of such ineligibility, the Company shall execute and the Company shall direct the Trustee to authenticate and deliver definitive Subordinated Securities of such series in authorized denominations in exchange for the Registered Global Subordinated Security or Subordinated Securities. Upon receipt of such direction, the Trustee shall thereupon authenticate and deliver the definitive Subordinated Securities of such series in the same aggregate principal amount as the Registered Global Subordinated Security or Subordinated Securities representing such series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12, without any further corporate action by the Company. (d) The Company may at any time and in its sole discretion determine that the Registered Subordinated Securities of any series issued in the form of one or more Registered Global Subordinated Securities shall no longer be represented by such Registered Global Subordinated Security or Subordinated Securities. In such event, the Company will execute and upon receipt of a written order from the Company, the Trustee shall thereupon authenticate and deliver Subordinated Securities of such series in definitive form and in authorized denominations in an aggregate principal amount equal to the principal amount of the Registered Global Subordinated Security or Subordinated Securities representing such series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12 without any further corporate action by the Company. (e) Upon any exchange hereunder of the Registered Global Subordinated Security or Subordinated Securities for Subordinated Securities in definitive form, such Registered Global Subordinated Security or Subordinated Securities shall be canceled by the Trustee. Registered Subordinated Securities issued hereunder in exchange for the Registered Global Subordinated Security or Subordinated Securities shall be registered in such names and in such authorized denominations as the Depository for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such definitive Subordinated Securities in exchange for the Registered Global Subordinated Security or Subordinated Securities to the persons in whose name such definitive Subordinated Securities have been registered in accordance with the directions of the Depository. (f) Any time the Registered Subordinated Securities of any series are not in the form of Registered Global Subordinated Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certified Registered Subordinated Securities without the legend required by this Section 2.12 and the Trustee agrees to hold such Registered Subordinated Securities in safekeeping until authenticated and delivered pursuant to the terms of this Subordinated Indenture. If established by the Company pursuant to Section 2.03 with respect to any Registered Global Subordinated Security, the Depositary for such Registered Global Subordinated Security may surrender such Registered Global Subordinated Security in exchange in whole or in part for Subordinated Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to the Person specified by such Depositary new Registered Subordinated Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Registered Global Subordinated Security; and (ii) to such Depositary a new Registered Global Subordinated Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Subordinated Security and the aggregate principal amount of Registered Subordinated Securities authenticated and delivered pursuant to clause (i) above. Registered Subordinated Securities issued in exchange for a Registered Global Subordinated Security pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Subordinated Securities to or as directed by the Persons in whose names such Subordinated Securities are so registered. All Subordinated Securities issued upon any transfer or exchange of Subordinated Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Subordinated Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the forms or terms of any Subordinated Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Subordinated Security for a Registered Subordinated Security if such exchange would result in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Subordinated Securities) under then applicable United States Federal income tax laws. The Trustee and any such agent shall be entitled to rely on an Officers' Certificate or an Opinion of Counsel in determining such result.

Subordinated Securities in Global Form; Depositories. (a) Each Registered Global Subordinated Security shall: (i) represent and be denominated in an aggregate amount equal to the aggregate principal amount of the Subordinated Securities of the series to be represented by such Registered Global Subordinated Security, (ii) be registered in the name of either the Depository for such Registered Global Subordinated Security or the nominee of such Depository, (iii) be delivered by the Trustee to such Depository or pursuant to such Depository's written instruction and (iv) bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Subordinated Securities in definitive form, this Registered Global Subordinated Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee to a successor Depository or a nominee of any successor Depository." The notation of the record owner's interest in such Registered Global Subordinated Security upon the original issuance thereof shall be deemed to be delivery delivered in connection with the original issuance of each beneficial owner's interest in such Registered Global Subordinated Security. Without limiting the foregoing, the Company and the Trustee shall have no responsibility, obligation or liability with respect to: (x) the maintenance, review or accuracy of the records of the Depository or of any of its participating organizations with respect to any ownership interest in or payments with respect to such Registered Global Subordinated Security, (y) any communication with or delivery of any notice (including notices of redemption) with respect to the series of Subordinated Securities represented by the Registered Global Subordinated Security to any Person having any ownership interest in such Registered Global Subordinated Security or to any of the Depository's participating organizations or (z) any payment made on account of any beneficial ownership interest in such Registered Global Subordinated Security. (b) If any Subordinated Security of a series is issuable in the form of a Registered Global Subordinated Security or Subordinated Securities, each such Registered Global Subordinated Security may provide that it shall represent the aggregate amount of Outstanding Subordinated Securities of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Subordinated Securities of such series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Registered Global Subordinated Security to reflect the amount of Outstanding Subordinated Securities of a series represented thereby shall be made by the Trustee and in such manner as shall be specified on such Registered Global Subordinated Security. Any instructions by the Company with respect to a Registered Global Subordinated Security, after its initial issuance, shall be in writing but need not comply with Section 13.03 of this Subordinated Indenture. (c) Each Depository designated pursuant to the provisions of Section 2.03 of this Subordinated Indenture for a Registered Global Subordinated Security must, at the time of its designation and at all times while it serves as a depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. If at any time the Depository for the Subordinated Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Securities of such series or if at any time the Depository for the Subordinated Securities of such series shall no longer be eligible under this Section 2.12, the Company shall appoint a successor Depository with respect to the Subordinated Securities of such series. If a successor Depository for the Subordinated Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or learns of such ineligibility, the Company shall execute and the Company shall shall, by Company Order, direct the Trustee to authenticate and deliver definitive Subordinated Securities of such series in authorized denominations in exchange for the Registered Global Subordinated Security or Subordinated Securities. Upon receipt of such directionCompany Order, the Trustee shall thereupon authenticate and deliver the definitive Subordinated Securities of such series in the same aggregate principal amount as the Registered Global Subordinated Security or Subordinated Securities representing such series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12, without any further corporate action by the Company. (d) The Company may at any time and in its sole discretion determine that the Registered Subordinated Securities of any series issued in the form of one or more Registered Global Subordinated Securities shall no longer be represented by such Registered Global Subordinated Security or Subordinated Securities. In such event, the Company will execute and and, upon receipt of a written order from the CompanyCompany Order, the Trustee shall thereupon authenticate and deliver Subordinated Securities of such series in definitive form and in authorized denominations in an aggregate principal amount equal to the principal amount of the Registered Global Subordinated Security or Subordinated Securities representing such series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12 without any further corporate action by the Company. (e) Upon any exchange hereunder of the Registered Global Subordinated Security or Subordinated Securities for Subordinated Securities in definitive form, such Registered Global Subordinated Security or Subordinated Securities shall be canceled by the Trustee. Registered Subordinated Securities issued hereunder in exchange for the Registered Global Subordinated Security or Subordinated Securities shall be registered in such names and in such authorized denominations as the Depository for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the TrusteeTrustee in writing. The Trustee shall deliver such definitive Subordinated Securities in exchange for the Registered Global Subordinated Security or Subordinated Securities to the persons in whose name such definitive Subordinated Securities have been registered in accordance with the written directions of the Depository. (f) Any time the Registered Subordinated Securities of any series are not in the form of Registered Global Subordinated Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certified Registered Subordinated Securities without the legend required by this Section 2.12 and the Trustee agrees to hold such Registered Subordinated Securities in safekeeping until authenticated and delivered pursuant to the terms of this Subordinated Indenture. If established by the Company pursuant to Section 2.03 with respect to any Registered Global Subordinated Security, the Depositary for such Registered Global Subordinated Security may surrender such Registered Global Subordinated Security in exchange in whole or in part for Subordinated Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee Trustee, upon Company Order, shall authenticate and deliver, without service charge, (i) to the Person specified by such Depositary Depositary, new Registered Subordinated Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Registered Global Subordinated Security; and (ii) to such Depositary Depositary, a new Registered Global Subordinated Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Subordinated Security and the aggregate principal amount of Registered Subordinated Securities authenticated and delivered pursuant to clause (i) above. Registered Subordinated Securities issued in exchange for a Registered Global Subordinated Security pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the TrusteeTrustee in writing. The Trustee or such agent shall deliver such Subordinated Securities to or as directed by the Persons in whose names such Subordinated Securities are so registered. All Subordinated Securities issued upon any transfer or exchange of Subordinated Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Subordinated Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the forms or terms of any Subordinated Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Subordinated Security for a Registered Subordinated Security if such exchange would result in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Subordinated Securities) under then applicable United States Federal income tax laws. The Trustee and any such agent shall be entitled to rely on an Officers' Certificate or and an Opinion of Counsel in determining such result.

Subordinated Securities in Global Form; Depositories. (a) Each Registered Global Subordinated Security shall: (i) represent and be denominated in an aggregate amount equal to the aggregate principal amount of the Subordinated Securities of the series Series to be represented by such Registered Global Subordinated Security, (ii) be registered in the name of either the Depository for such Registered Global Subordinated Security or the nominee of such Depository, (iii) be delivered by the Trustee to such Depository or pursuant to such Depository's written instruction and (iv) bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Subordinated Securities in definitive form, this Registered Global Subordinated Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee to a successor Depository or a nominee of any successor Depository." The notation of the record owner's interest in such Registered Global Subordinated Security upon the original issuance thereof shall be deemed to be delivery in connection with the original issuance of each beneficial owner's interest in such Registered Global Subordinated Security. Without limiting the foregoing, the Company and the Trustee shall have no responsibility, obligation or liability with respect to: (x) the maintenance, review or accuracy of the records of the Depository or of any of its participating organizations with respect to any ownership interest in or payments with respect to such Registered Global Subordinated Security, (y) any communication with or delivery of any notice (including notices of redemption) with respect to the series Series of Subordinated Securities represented by the Registered Global Subordinated Security to any Person having any ownership interest in such Registered Global Subordinated Security or to any of the Depository's participating organizations or (z) any payment made on account of any beneficial ownership interest in such Registered Global Subordinated Security. (b) If any Subordinated Security of a series Series is issuable in the form of a Registered Global Subordinated Security or Subordinated Securities, each such Registered Global Subordinated Security may provide that it shall represent the aggregate amount of Outstanding Subordinated Securities of such series Series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Subordinated Securities of such series Series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Registered Global Subordinated Security to reflect the amount of Outstanding Subordinated Securities of a series Series represented thereby shall be made by the Trustee and in such manner as shall be specified on such Registered Global Subordinated Security. Any instructions by the Company with respect to a Registered Global Subordinated Security, after its initial issuance, shall be in writing but need not comply with Section 13.03 of this Subordinated Indenture. (c) Each Depository designated pursuant to the provisions of Section 2.03 2.01 of this Subordinated Indenture for a Registered Global Subordinated Security must, at the time of its designation and at all times while it serves as a depositary, be a clearing agency registered under the Securities Exchange ActAct of 1934, as amended, and any other applicable statute or regulation. If at any time the Depository for the Subordinated Securities of a series Series notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Securities of such series Series or if at any time the Depository for the Subordinated Securities of such series Series shall no longer be eligible under this Section 2.122.09, the Company shall appoint a successor Depository with respect to the Subordinated Securities of such seriesSeries. If a successor Depository for the Subordinated Securities of such series Series is not appointed by the Company within 90 days after the Company receives such notice or learns of such ineligibility, the Company shall execute and the Company shall direct the Trustee to authenticate and deliver definitive Subordinated Securities of such series Series in authorized denominations in exchange for the Registered Global Subordinated Security or Subordinated Securities. Upon receipt of such direction, the Trustee shall thereupon authenticate and deliver the definitive Subordinated Securities of such series Series in the same aggregate principal amount as the Registered Global Subordinated Security or Subordinated Securities representing such series Series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.122.09, without any further corporate action by the Company. (d) The Company may at any time and in its sole discretion determine that the Registered Subordinated Securities of any series Series issued in the form of one or more Registered Global Subordinated Securities shall no longer be represented by such Registered Global Subordinated Security or Subordinated Securities. In such event, the Company will execute and upon receipt of a written order from the Company, the Trustee shall thereupon authenticate and deliver Subordinated Securities of such series Series in definitive form and in authorized denominations in an aggregate principal amount equal to the principal amount of the Registered Global Subordinated Security or Subordinated Securities representing such series Series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12 2.09 without any further corporate action by the Company. (e) Upon any exchange hereunder of the Registered Global Subordinated Security or Subordinated Securities for Subordinated Securities in definitive form, such Registered Global Subordinated Security or Subordinated Securities shall be canceled by the Trustee. Registered Subordinated Securities issued hereunder in exchange for the Registered Global Subordinated Security or Subordinated Securities shall be registered in such names and in such authorized denominations as the Depository for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such definitive Subordinated Securities in exchange for the Registered Global Subordinated Security or Subordinated Securities to the persons in whose name such definitive Subordinated Securities have been registered in accordance with the directions of the Depository. (f) Any time the Registered Subordinated Securities of any series are not in the form of Registered Global Subordinated Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certified Registered Subordinated Securities without the legend required by this Section 2.12 and the Trustee agrees to hold such Registered Subordinated Securities in safekeeping until authenticated and delivered pursuant to the terms of this Subordinated Indenture. If established by the Company pursuant to Section 2.03 with respect to any Registered Global Subordinated Security, the Depositary for such Registered Global Subordinated Security may surrender such Registered Global Subordinated Security in exchange in whole or in part for Subordinated Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to the Person specified by such Depositary new Registered Subordinated Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Registered Global Subordinated Security; and (ii) to such Depositary a new Registered Global Subordinated Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Subordinated Security and the aggregate principal amount of Registered Subordinated Securities authenticated and delivered pursuant to clause (i) above. Registered Subordinated Securities issued in exchange for a Registered Global Subordinated Security pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Subordinated Securities to or as directed by the Persons in whose names such Subordinated Securities are so registered. All Subordinated Securities issued upon any transfer or exchange of Subordinated Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Subordinated Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the forms or terms of any Subordinated Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Subordinated Security for a Registered Subordinated Security if such exchange would result in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Subordinated Securities) under then applicable United States Federal income tax laws. The Trustee and any such agent shall be entitled to rely on an Officers' Certificate or an Opinion of Counsel in determining such result.ARTICLE THREE REDEMPTION OF SUBORDINATED SECURITIES

Subordinated Securities in Global Form; Depositories. (a) Each Registered Global Subordinated Security shall: (i) represent and be denominated in an aggregate amount equal to the aggregate principal amount of the Subordinated Securities of the series to be represented by such Registered Global Subordinated Security, (ii) be registered in the name of either the Depository for such Registered Global Subordinated Security or the nominee of such Depository, (iii) be delivered by the Trustee to such Depository or pursuant to such Depository's ’s written instruction and (iv) bear a legend substantially to the following effect: "“Unless and until it is exchanged in whole or in part for Subordinated Securities in definitive form, this Registered Global Subordinated Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee to a successor Depository or a nominee of any successor Depository." ” The notation of the record owner's ’s interest in such Registered Global Subordinated Security upon the original issuance thereof shall be deemed to be delivery in connection with the original issuance of each beneficial owner's ’s interest in such Registered Global Subordinated Security. Without limiting the foregoing, the Company and the Trustee shall have no responsibility, obligation or liability with respect to: (x) the maintenance, review or accuracy of the records of the Depository or of any of its participating organizations with respect to any ownership interest in or payments with respect to such Registered Global Subordinated Security, (y) any communication with or delivery of any notice (including notices of redemption) with respect to the series of Subordinated Securities represented by the Registered Global Subordinated Security to any Person having any ownership interest in such Registered Global Subordinated Security or to any of the Depository's ’s participating organizations or (z) any payment made on account of any beneficial ownership interest in such Registered Global Subordinated Security. (b) If any Subordinated Security of a series is issuable in the form of a Registered Global Subordinated Security or Subordinated Securities, each such Registered Global Subordinated Security may provide that it shall represent the aggregate amount of Outstanding Subordinated Securities of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Subordinated Securities of such series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Registered Global Subordinated Security to reflect the amount of Outstanding Subordinated Securities of a series represented thereby shall be made by the Trustee and in such manner as shall be specified on such Registered Global Subordinated Security. Any instructions by the Company with respect to a Registered Global Subordinated Security, after its initial issuance, shall be in writing but need not comply with Section 13.03 of this Subordinated Indenture. (c) Each Depository designated pursuant to the provisions of Section 2.03 of this Subordinated Indenture for a Registered Global Subordinated Security must, at the time of its designation and at all times while it serves as a depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. If at any time the Depository for the Subordinated Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Subordinated Securities of such series or if at any time the Depository for the Subordinated Securities of such series shall no longer be eligible under this Section 2.12, the Company shall appoint a successor Depository with respect to the Subordinated Securities of such series. If a successor Depository for the Subordinated Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or learns of such ineligibility, the Company shall execute and the Company shall direct the Trustee to authenticate and deliver definitive Subordinated Securities of such series in authorized denominations in exchange for the Registered Global Subordinated Security or Subordinated Securities. Upon receipt of such direction, the Trustee shall thereupon authenticate and deliver the definitive Subordinated Securities of such series in the same aggregate principal amount as the Registered Global Subordinated Security or Subordinated Securities representing such series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12, without any further corporate action by the Company. (d) The Company may at any time and in its sole discretion determine that the Registered Subordinated Securities of any series issued in the form of one or more Registered Global Subordinated Securities shall no longer be represented by such Registered Global Subordinated Security or Subordinated Securities. In such event, the Company will execute and upon receipt of a written order from the Company, the Trustee shall thereupon authenticate and deliver Subordinated Securities of such series in definitive form and in authorized denominations in an aggregate principal amount equal to the principal amount of the Registered Global Subordinated Security or Subordinated Securities representing such series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12 without any further corporate action by the Company. (e) Upon any exchange hereunder of the Registered Global Subordinated Security or Subordinated Securities for Subordinated Securities in definitive form, such Registered Global Subordinated Security or Subordinated Securities shall be canceled by the Trustee. Registered Subordinated Securities issued hereunder in exchange for the Registered Global Subordinated Security or Subordinated Securities shall be registered in such names and in such authorized denominations as the Depository for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such definitive Subordinated Securities in exchange for the Registered Global Subordinated Security or Subordinated Securities to the persons in whose name such definitive Subordinated Securities have been registered in accordance with the directions of the Depository. (f) Any time the Registered Subordinated Securities of any series are not in the form of Registered Global Subordinated Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certified Registered Subordinated Securities without the legend required by this Section 2.12 and the Trustee agrees to hold such Registered Subordinated Securities in safekeeping until authenticated and delivered pursuant to the terms of this Subordinated Indenture. If established by the Company pursuant to Section 2.03 with respect to any Registered Global Subordinated Security, the Depositary for such Registered Global Subordinated Security may surrender such Registered Global Subordinated Security in exchange in whole or in part for Subordinated Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to the Person specified by such Depositary new Registered Subordinated Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's ’s beneficial interest in the Registered Global Subordinated Security; and (ii) to such Depositary a new Registered Global Subordinated Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Subordinated Security and the aggregate principal amount of Registered Subordinated Securities authenticated and delivered pursuant to clause (i) above. Registered Subordinated Securities issued in exchange for a Registered Global Subordinated Security pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Subordinated Securities to or as directed by the Persons in whose names such Subordinated Securities are so registered. All Subordinated Securities issued upon any transfer or exchange of Subordinated Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Subordinated Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the forms or terms of any Subordinated Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Subordinated Security for a Registered Subordinated Security if such exchange would result in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Subordinated Securities) under then applicable United States Federal income tax laws. The Trustee and any such agent shall be entitled to rely on an Officers' ’ Certificate or an Opinion of Counsel in determining such result.

Subordinated Securities in Global Form; Depositories. (a) Each Registered Global Subordinated Security shall: (i) represent and be denominated in an aggregate amount equal to the aggregate principal amount of the Subordinated Securities of the series Series to be represented by such Registered Global Subordinated Security, (ii) be registered in the name of either the Depository for such Registered Global Subordinated Security or the nominee of such Depository, (iii) be delivered by the Trustee to such Depository or pursuant to such Depository's written instruction and (iv) bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Subordinated Securities in definitive form, this Registered Global Subordinated Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee to a successor Depository or a nominee of any successor Depository." The notation of the record owner's interest in such Registered Global Subordinated Security upon the original issuance thereof shall be deemed to be delivery in connection with the original issuance of each beneficial owner's interest in such Registered Global Subordinated Security. Without limiting the foregoing, the Company Corporation and the Trustee shall have no responsibility, obligation or liability with respect to: (x) the maintenance, review or accuracy of the records of the Depository or of any of its participating organizations with respect to any ownership interest in or payments with respect to such Registered Global Subordinated Security, (y) any communication with or delivery of any notice (including notices of redemption) with respect to the series Series of Subordinated Securities represented by the Registered Global Subordinated Security to any Person having any ownership interest in such Registered Global Subordinated Security or to any of the Depository's participating organizations or (z) any payment made on account of any beneficial ownership interest in such Registered Global Subordinated Security. (b) If any Subordinated Security of a series Series is issuable in the form of a Registered one or more Global Subordinated Security or Subordinated Securities, each such Registered Global Subordinated Security may provide that it shall represent the aggregate amount of Outstanding Subordinated Securities of such series Series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Subordinated Securities of such series Series represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Registered Global Subordinated Security to reflect the amount of Outstanding Subordinated Securities of a series Series represented thereby shall be made by the Trustee and in such manner as shall be specified on such Registered Global Subordinated Security. Any instructions by the Company Corporation with respect to a Registered Global Subordinated Security, after its initial issuance, shall be in writing but need not comply with Section 13.03 13.3 of this Subordinated Indenture. (c) Each Depository designated pursuant to the provisions of Section 2.03 2.1 of this Subordinated Indenture for a Registered Global Subordinated Security must, at the time of its designation and at all times while it serves as a depositary, be a clearing agency registered under the Securities Exchange ActAct of 1934, as amended, and any other applicable statute or regulation. If at any time the Depository for the Subordinated Securities of a series Series notifies the Company Corporation that it is unwilling or unable to continue as Depository for the Subordinated Securities of such series Series or if at any time the Depository for the Subordinated Securities of such series Series shall no longer be eligible under this Section 2.122.9, the Company Corporation shall appoint a successor Depository with respect to the Subordinated Securities of such seriesSeries. If a successor Depository for the Subordinated Securities of such series Series is not appointed by the Company Corporation within 90 days after the Company Corporation receives such notice or learns of such ineligibility, the Company Corporation shall execute execute, and the Company Corporation shall direct the Trustee to authenticate and deliver deliver, definitive Subordinated Securities of such series Series in authorized denominations in exchange for the Registered Global Subordinated Security or Subordinated Securities. Upon receipt of such direction, the Trustee shall thereupon authenticate and deliver the definitive Subordinated Securities of such series Series in the same aggregate principal amount as the Registered Global Subordinated Security or Subordinated Securities representing such series Series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.122.9, without any further corporate action by the CompanyCorporation. (d) The Company Corporation may at any time and in its sole discretion determine that the Registered Subordinated Securities of any series Series issued in the form of one or more Registered Global Subordinated Securities shall no longer be represented by such Registered Global Subordinated Security or Subordinated Securities. In such event, the Company Corporation will execute and upon receipt of a written order from the CompanyCorporation, the Trustee shall thereupon authenticate and deliver Subordinated Securities of such series Series in definitive form and in authorized denominations in an aggregate principal amount equal to the principal amount of the Registered Global Subordinated Security or Subordinated Securities representing such series Series in exchange for such Registered Global Subordinated Security or Subordinated Securities, in accordance with the provisions of subsection (e) of this Section 2.12 2.9 without any further corporate action by the CompanyCorporation. (e) Upon any exchange hereunder of the Registered Global Subordinated Security or Subordinated Securities for Subordinated Securities in definitive form, such Registered Global Subordinated Security or Subordinated Securities shall be canceled by the Trustee. Registered Subordinated Securities issued hereunder in exchange for the Registered Global Subordinated Security or Subordinated Securities shall be registered in such names and in such authorized denominations as the Depository for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such definitive Subordinated Securities in exchange for the Registered Global Subordinated Security or Subordinated Securities to the persons in whose name such definitive Subordinated Securities have been registered in accordance with the directions of the Depository. (f) Any time the Registered Subordinated Securities of any series are not in the form of Registered Global Subordinated Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certified Registered Subordinated Securities without the legend required by this Section 2.12 and the Trustee agrees to hold such Registered Subordinated Securities in safekeeping until authenticated and delivered pursuant to the terms of this Subordinated Indenture. If established by the Company pursuant to Section 2.03 with respect to any Registered Global Subordinated Security, the Depositary for such Registered Global Subordinated Security may surrender such Registered Global Subordinated Security in exchange in whole or in part for Subordinated Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to the Person specified by such Depositary new Registered Subordinated Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Registered Global Subordinated Security; and (ii) to such Depositary a new Registered Global Subordinated Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Subordinated Security and the aggregate principal amount of Registered Subordinated Securities authenticated and delivered pursuant to clause (i) above. Registered Subordinated Securities issued in exchange for a Registered Global Subordinated Security pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Subordinated Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Subordinated Securities to or as directed by the Persons in whose names such Subordinated Securities are so registered. All Subordinated Securities issued upon any transfer or exchange of Subordinated Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Subordinated Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the forms or terms of any Subordinated Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Subordinated Security for a Registered Subordinated Security if such exchange would result in adverse Federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Subordinated Securities) under then applicable United States Federal income tax laws. The Trustee and any such agent shall be entitled to rely on an Officers' Certificate or an Opinion of Counsel in determining such result.