Common use of Subordinated Securities in Global Form Clause in Contracts

Subordinated Securities in Global Form. (a) If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Subordinated Securities of such series, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be held by the Trustee as custodian for the Depository or pursuant to the Depository’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.12 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository.” (b) Notwithstanding the provisions of Section 2.05, the Global Subordinated Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depository for such series, or to a successor Depository for such series selected or approved by the Corporation or to a nominee of such successor Depository. (c) If at any time the Depository for a series of the Subordinated Securities notifies the Company that it is unwilling or unable to continue as Depository for such series or if at any time the Depository for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred and is continuing and the Company has received a request from the Depositary, this Section 2.10 shall no longer be applicable to the Securities of such series and the Company will execute and subject to Section 2.04, the Trustee will authenticate and deliver the Subordinated Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Subordinated Security of such series in exchange for such Global Subordinated Security or Subordinated Securities upon the instruction of the Depository. In addition, the Company may at any time determine that the Subordinated Securities of any series shall no longer be represented by a Global Subordinated Security and that the provisions of this Section 2.12 shall no longer apply to the Securities of such series. In such event, the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Subordinated Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Subordinated Security of such series in exchange for such Global Subordinated Security. Upon the exchange of the Global Subordinated Security for such Subordinated Securities in definitive registered form without coupons, in authorized denominations, the Global Subordinated Security shall be canceled by the Trustee. Such Subordinated Securities in definitive registered form issued in exchange for the Global Subordinated Security pursuant to this Section 2.10(c) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depository for delivery to the Persons in whose names such Securities are so registered.

Subordinated Securities in Global Form. (a) If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Subordinated Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Subordinated Security that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Subordinated Securities of such series, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be held by the Trustee as custodian for the Depository or pursuant to the Depository’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.12 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository.” (b) Notwithstanding the provisions of Section 2.05, the Global Subordinated Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depository for such series, or to a successor Depository for such series selected or approved by the Corporation or to a nominee of such successor Depository. (c) If at any time the Depository for a series of the Subordinated Securities notifies the Company that it is unwilling or unable to continue as Depository for such series or if at any time the Depository for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred and is continuing and the Company has received a request from the Depositary, this Section 2.10 shall no longer be applicable to the Subordinated Securities of such series and the Company will execute and subject to Section 2.04, the Trustee will authenticate and deliver the Subordinated Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Subordinated Security of such series in exchange for such Global Subordinated Security or Subordinated Securities upon the instruction of the Depository. In addition, the Company may at any time determine that the Subordinated Securities of any series shall no longer be represented by a Global Subordinated Security and that the provisions of this Section 2.12 shall no longer apply to the Subordinated Securities of such series. In such event, the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Subordinated Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Subordinated Security of such series in exchange for such Global Subordinated Security. Upon the exchange of the Global Subordinated Security for such Subordinated Securities in definitive registered form without coupons, in authorized denominations, the Global Subordinated Security shall be canceled by the Trustee. Such Subordinated Securities in definitive registered form issued in exchange for the Global Subordinated Security pursuant to this Section 2.10(c) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depository for delivery to the Persons in whose names such Securities are so registered.

Subordinated Securities in Global Form. (a) If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Subordinated Securities of such series, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be held by the Trustee as custodian for the Depository or pursuant to the Depository’s instruction and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.12 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository.” (b) Notwithstanding the provisions of Section 2.05, the Global Subordinated Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depository for such series, or to a successor Depository for such series selected or approved by the Corporation or to a nominee of such successor Depository. (c) If at any time the Depository for a series of the Subordinated Securities notifies the Company that it is unwilling or unable to continue as Depository for such series or if at any time the Depository for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred and is continuing and the Company has received a request from the DepositaryDepository, this Section 2.10 2.12 shall no longer be applicable to the Securities of such series and the Company will execute and subject to Section 2.04, the Trustee will authenticate and deliver the Subordinated Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Subordinated Security of such series in exchange for such Global Subordinated Security or Subordinated Securities upon the instruction of the Depository. In addition, the Company may at any time determine that the Subordinated Securities of any series shall no longer be represented by a Global Subordinated Security and that the provisions of this Section 2.12 shall no longer apply to the Securities of such series. In such event, the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Subordinated Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Subordinated Security of such series in exchange for such Global Subordinated Security. Upon the exchange of the Global Subordinated Security for such Subordinated Securities in definitive registered form without coupons, in authorized denominations, the Global Subordinated Security shall be canceled by the Trustee. Such Subordinated Securities in definitive registered form issued in exchange for the Global Subordinated Security pursuant to this Section 2.10(c) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Depository for delivery to the Persons in whose names such Securities are so registered.