Common use of Trust Securities Certificates Clause in Contracts

Trust Securities Certificates. (a) The Preferred Securities Certificates shall be issued only in minimum denominations of $25.00 Liquidation Amount (which is equivalent to One Preferred Security) and integral multiples of $[ ] in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25.00 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.05 and 5.06. (b) Upon their original issuance, the Preferred Securities shall be issued in the form of a Global Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee. (c) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

Trust Securities Certificates. (a) The Trust Preferred Securities Certificates shall be issued only in minimum denominations representing a specified number of $25.00 Liquidation Amount (which is equivalent to One Preferred Security) and integral multiples of $[ ] in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25.00 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.05 and 5.06. (b) Upon their original issuance, the Preferred Securities shall be issued to the Persons entitled thereto in the form of a Global Definitive Trust Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nomineeCertificates. (cb) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate. (c) Nothing in this Section 5.11 withstanding, if at any time subsequent to the date of issuance of the Definitive Trust Preferred Securities Certificates, a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding request registration of such Definitive Trust Preferred Securities Certificates with the Depository Trust Company (“DTC”), then all Holders shall submit the Definitive Trust Preferred Securities Certificates to the Administrative Trustees and the Administrative Trustees shall collect and otherwise do all things reasonably required to so register such Trust Preferred Securities with the DTC as book-entry only non-certificated Trust Preferred Securities (“Registration”). Upon Registration, whether or not the Definitive Trust Preferred Securities Certificates have been submitted to the Administrative Trustees pursuant to this Section 5.11(c), all Definitive Trust Preferred Securities Certificates shall be deemed cancelled and all Trust Securities then Outstanding shall be issued as book-entry only non-certificated Trust Preferred Securities. In the event the Trust Preferred Securities are to become book-entry in accordance with this Section 5.11(c), the Depositor and the Administrative Trustees shall be authorized to amend this Agreement, as provided in Section 10.2(b), with the consent of the Securities Registrar, such consent not to be unreasonably withheld, so as to permit the issuance of a global Trust Preferred Certificate that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the outstanding Trust Preferred Securities, (ii) shall be registered in the name of DTC or its nominee, (iii) shall be executed and authenticated in accordance with such amendment and delivered by the Administrative Trustees to DTC or pursuant to its instruction, and (iv) shall bear a legend substantially as set forth in such amendment. Such amendment shall contain such other provisions as are customary for declarations of trust containing securities that may be issued in book-entry form.

Trust Securities Certificates. (a) The Preferred Securities Certificates shall be issued only in minimum denominations of $25.00 Liquidation Amount (which is equivalent to One Preferred Security) and integral multiples of $[ ] in excess thereof, and the Common Trust Securities Certificates shall be issued in minimum denominations of $25.00 50 Liquidation Amount and integral multiples of $50 in excess thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative TrusteeTrustee and, if executed on behalf of the Trust by facsimile, countersigned by a transfer agent or its agent. The Preferred Securities Certificates shall be authenticated by the Property Trustee by manual or facsimile signature of an authorized signatory thereof and, if executed by such authorized signatory of the Property Trustee by facsimile, countersigned by a transfer agent or its agent. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustTrust or the Property Trustee or, if executed on behalf of the Trust or the Property Trustee by facsimile, countersigned by a transfer agent or its agent, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a SecurityholderHolder, and shall be entitled to the rights and subject to the obligations of a Securityholder Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.045.4, 5.05 5.12 and 5.065.15. (b) Upon their original issuance, the Preferred Securities shall be issued in the form of a Global Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee. (c) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

Trust Securities Certificates. (a) The Trust Preferred Securities Certificates shall be issued only in minimum denominations representing a specified number of $25.00 Liquidation Amount (which is equivalent to One Preferred Security) and integral multiples of $[ ] in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25.00 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.05 and 5.06. (b) Upon their original issuance, the Preferred Securities shall be issued to the Persons entitled thereto in the form of a Global Definitive Trust Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nomineeCertificates. (cb) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate. (c) Nothing in this Section 5.11 withstanding, if at any time subsequent to the date of issuance of the Definitive Trust Preferred Securities Certificates, a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding request registration of such Definitive Trust Preferred Securities Certificates with the Depository Trust Company ("DTC"), then all Holders shall submit the Definitive Trust Preferred Securities Certificates to the Administrative Trustees and the Administrative Trustees shall collect and otherwise do all things reasonably required to so register such Trust Preferred Securities with the DTC as book-entry only non-certificated Trust Preferred Securities ("Registration"). Upon Registration, whether or not the Definitive Trust Preferred Securities Certificates have been submitted to the Administrative Trustees pursuant to this Section 5.11(c), all Definitive Trust Preferred Securities Certificates shall be deemed cancelled and all Trust Securities then Outstanding shall be issued as book-entry only non-certificated Trust Preferred Securities. In the event the Trust Preferred Securities are to become book-entry in accordance with this Section 5.11(c), the Depositor and the Administrative Trustees shall be authorized to amend this Agreement, as provided in Section 10.2(b), with the consent of the Securities Registrar, such consent not to be unreasonably withheld, so as to permit the issuance of a global Trust Preferred Certificate that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the outstanding Trust Preferred Securities, (ii) shall be registered in the name of DTC or its nominee, (iii) shall be executed and authenticated in accordance with such amendment and delivered by the Administrative Trustees to DTC or pursuant to its instruction, and (iv) shall bear a legend substantially as set forth in such amendment. Such amendment shall contain such other provisions as are customary for declarations of trust containing securities that may be issued in book-entry form. -30-

Trust Securities Certificates. (a) The Preferred Capital Securities Certificates shall be issued only in minimum denominations of $25.00 25 Liquidation Amount (which is equivalent to One Preferred Security) and integral multiples of $[ ] 25 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25.00 25 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative TrusteeTrustee and, if executed on behalf of the Trust by facsimile, countersigned by a transfer agent or its agent. The Capital Securities Certificates shall be authenticated by the Property Trustee by manual or facsimile signature of an authorized signatory thereof and, if executed by such authorized signatory of the Property Trustee by facsimile, countersigned by a transfer agent or its agent. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustTrust or the Property Trustee or, if executed on behalf of the Trust or the Property Trustee by facsimile, countersigned by a transfer agent or its agent, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.0414, 5.05 22 and 5.0624 hereof. (b) Upon their original issuance, the Preferred Securities shall be issued in the form of a Global Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee. (c) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

Trust Securities Certificates. (a) The Preferred Securities Certificates shall be issued only in minimum denominations of $25.00 Liquidation Amount (which is equivalent to One Preferred Security) and integral multiples of $[ ] in excess thereof, and the Common Trust Securities Certificates shall be issued in minimum denominations of $25.00 50 Liquidation Amount and integral multiples of $50 in excess thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative TrusteeTrustee and, if executed on behalf of the Trust by facsimile, countersigned by a transfer agent or its agent. The Preferred Securities Certificates shall be authenticated by the Property Trustee by manual or facsimile signature of an authorized signatory thereof and, if executed by such authorized signatory of the Property Trustee by facsimile, countersigned by a transfer agent or its agent. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the TrustTrust or the Property Trustee or, if executed on behalf of the Trust or the Property Trustee by facsimile, countersigned by a transfer agent or its agent, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.045.4, 5.05 5.12 and 5.065.14. (b) Upon their original issuance, the Preferred Securities shall be issued in the form of a Global Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee. (c) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

Trust Securities Certificates. (a) The Trust Preferred Securities Certificates shall be issued only in minimum denominations representing a specified number of $25.00 Liquidation Amount (which is equivalent to One Preferred Security) and integral multiples of $[ ] in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25.00 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.05 and 5.06. (b) Upon their original issuance, the Preferred Securities shall be issued to the Persons entitled thereto in the form of a Global Definitive Trust Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nomineeCertificates. (cb) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate. (c) Nothing in this Section 5.11 withstanding, if at any time subsequent to the date of issuance of the Definitive Trust Preferred Securities Certificates, a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding request registration of such Definitive Trust Preferred Securities Certificates with the Depository Trust Company ("DTC"), then all Holders shall submit the Definitive Trust Preferred Securities Certificates to the Administrative Trustees and the Administrative Trustees shall collect and otherwise do all things reasonably required to so register such Trust Preferred Securities with the DTC as book-entry only non-certificated Trust Preferred Securities ("Registration"). Upon Registration, whether or not the Definitive Trust Preferred Securities Certificates have been submitted to the Administrative Trustees pursuant to this Section 5.11(c), all Definitive Trust Preferred Securities Certificates shall be deemed cancelled and all Trust Securities then Outstanding shall be issued as book-entry only non-certificated Trust Preferred Securities. In the event the Trust Preferred Securities are to become book-entry in accordance with this Section 5.11(c), the Depositor and the Administrative Trustees shall be authorized to amend this Agreement, as provided in Section 10.2(b), with the consent of the Securities Registrar, such consent not to be unreasonably withheld, so as to permit the issuance of a global Trust Preferred Certificate that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the outstanding Trust Preferred Securities, (ii) shall be registered in the name of DTC or its nominee, (iii) shall be executed and authenticated in accordance with such amendment and delivered by the Administrative Trustees to DTC or pursuant to its instruction, and (iv) shall bear a legend substantially as set forth in such amendment. Such amendment shall contain such other provisions as are customary for declarations of trust containing securities that may be issued in book-entry form.

Trust Securities Certificates. (a) The Preferred Upon the creation of the Trust by the contribution by the Depositor pursuant to Section 2.03 and until the issuance of the Trust Securities, and at any time during which no Trust Securities Certificates are outstanding, the Depositor shall be issued only in minimum denominations the sole beneficial owner of $25.00 Liquidation Amount (which is equivalent to One the Trust. . Each of the Preferred Security) and integral multiples of $[ ] in excess thereof, and the Common Securities Certificates shall be issued in minimum denominations of $25.00 Liquidation Amount 25 and integral multiples in excess thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Securities Certificates or did not hold such offices at the date of authentication and delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections Section 5.04, 5.05 and 5.06. (b) Upon their original issuance. . On the Issue Date, the Preferred Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by its Chairman of the Board, its President or any Vice President, without further corporate action by the Depositor, in authorized denominations. No Trust Securities Certificate shall entitle its holder to any benefit under this Trust Agreement, or shall be issued valid for any purpose, unless there shall appear on such Trust Securities Certificate a certificate of authentication substantially in the form set forth in Exhibit E or Exhibit C, as applicable, executed by at least one Administrative Trustee by manual signature; such authentication shall constitute conclusive evidence that such Trust Securities Certificate shall have been duly authenticated and delivered hereunder. All Trust Securities Certificates shall be dated the date of their authentication. . The Securities Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Global Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Preferred Securities Certificates and the Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Preferred Securities Certificate registered at the office or agency maintained pursuant to Section 5.08, the Administrative Trustees shall execute, authenticate and deliver in the name of Cede & Co. the designated transferee or transferees one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication by the Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption. At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.08. Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustees and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Securities Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates. ("Cede & Co."a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as DTC's nominee and deposited with may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees or any one of them on behalf of DTC the Trust shall execute and authenticate and make available for credit delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time. . Prior to due presentation of a Trust Securities Certificate for registration of transfer, the Trustees or the Securities Registrar shall treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions (subject to Section 4.01(d)) and for all other purposes whatsoever, and neither the Trustees nor the Securities Registrar shall be bound by DTC any notice to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nomineecontrary. (c) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

Trust Securities Certificates. (a) The Preferred Capital Securities Certificates shall be issued only in minimum denominations of $25.00 100,000 Liquidation Amount (which is equivalent to One Preferred Security100 Capital Securities) and integral multiples of $[ ] 1,000 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25.00 1,000 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust AgreementDeclaration of Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.05 and 5.06. (b) Upon their original issuance, the Preferred Capital Securities Certificates representing Other Capital Securities shall be issued in the definitive form of a Global Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit may not be represented by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nomineeSecurity. (c) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

Trust Securities Certificates. (a) The Trust Preferred Securities Certificates shall be issued only in minimum denominations representing a specified number of $25.00 Liquidation Amount (which is equivalent to One Preferred Security) and integral multiples of $[ ] in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25.00 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by the manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.05 and 5.06. (b) Upon their original issuance, the Preferred Securities shall be issued to the Persons entitled thereto in the form of a Global Definitive Trust Preferred Securities Certificate registered in the name of Cede & Co. ("Cede & Co.") as DTC's nominee and deposited with or on behalf of DTC for credit by DTC to the respective accounts of the Owners thereof (or such other accounts as they may direct). Except as set forth herein, record ownership of the Global Preferred Security may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nomineeCertificates. (cb) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate. (c) Nothing in this Section 5.11 withstanding, if at any time subsequent to the date of issuance of the Definitive Trust Preferred Securities Certificates, a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding request registration of such Definitive Trust Preferred Securities Certificates with the Depository Trust Company ("DTC"), then all Holders shall submit the Definitive Trust Preferred Securities Certificates to the Administrative Trustees and the Administrative Trustees shall collect and otherwise do all things reasonably required to so register such Trust Preferred Securities with the DTC as book-entry only non-certificated Trust Preferred Securities ("Registration"). Upon Registration, whether or not the Definitive Trust Preferred Securities Certificates have been submitted to the Administrative Trustees pursuant to this Section 5.11(c), all Definitive Trust Preferred Securities Certificates shall be deemed cancelled and all Trust Securities then Outstanding shall be issued as book-entry only non-certificated Trust Preferred Securities. In the event the Trust Preferred Securities are to become book-entry in accordance with this Section 5.11(c), the Depositor and the Administrative Trustees shall be authorized to amend this Agreement, as provided in Section 10.2(b), with the consent of the Securities Registrar, such consent not to be unreasonably withheld, so as to permit the issuance of a global Trust Preferred Certificate that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the outstanding Trust Preferred Securities, (ii) shall be registered in the name of DTC or its nominee, (iii) shall be executed and authenticated in accordance with such amendment and delivered by the Administrative Trustees to DTC or pursuant to its instruction, and (iv) shall bear a legend substantially as set forth in such amendment. Such amendment shall contain such other provisions as are customary for declarations of trust containing securities that may be issued in book-entry form. SECTION 5.12 [RESERVED.]