Authentication and Delivery of Subordinated Securities. The Company may deliver Subordinated Securities of any series having attached thereto appropriate Coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Subordinated Securities and Coupons, if any, to or upon the order of the Company (contained in the Company Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order. The maturity date, original issue date, interest rate and any other terms of the Subordinated Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing. In authenticating such Subordinated Securities and accepting the additional responsibilities under this Subordinated Indenture in relation to such Subordinated Securities, the Trustee shall be entitled to receive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Company to the Trustee to authenticate Subordinated Securities of such series) and (subject to Section 6.1) shall be fully protected in relying upon, the following enumerated documents unless and until such documents have been superseded or revoked: (1) a Company Order requesting such authentication and setting forth delivery instructions if the Subordinated Securities and Coupons, if any, are not to be delivered to the Company, provided that, with respect to Subordinated Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to the Trustee prior to the delivery to the Trustee of such Subordinated Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Subordinated Securities of such series for original issue from time to (2) any Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Section 2.1 and 2.3 by or pursuant to which the forms and terms of the Subordinated Securities and Coupons, if any, were established; (3) an Officer's Certificate setting forth the form or forms and terms of the Subordinated Securities and Coupons, if any, stating that the form or forms and terms of the Subordinated Securities and Coupons, if any, have been established pursuant to Sections 2.1 and 2.3 and comply with this Subordinated Indenture, and covering such other matters as the Trustee may reasonably request; and (4) Either one or more Opinions of Counsel, or a letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (a) the form or forms of the Subordinated Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Subordinated Indenture; (b) in the case of an underwritten offering, the terms of the Subordinated Securities have been duly authorized and established in conformity with the provisions of this Subordinated Indenture, and, in the case of an offering that is not underwritten, certain terms of the Subordinated Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Subordinated Indenture, and when such other terms as are to be established pursuant to procedures set forth in a Company Order shall have been established, all such terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Subordinated Indenture; and (c) such Subordinated Securities and Coupons, if any, when executed by the Company and authenticated by the -15- 23 Trustee in accordance with the provisions of this Subordinated Indenture and delivered to and duly paid for by the purchasers thereof, and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Subordinated Indenture, will be entitled to the benefits of this Subordinated Indenture, and will be valid and binding obligations of the Company, enforceable in accordance with their respective terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors' rights generally, (ii) rights of acceleration, if any, and (iii) the availability of equitable remedies may be limited by equitable principles of general applicability and such counsel need express no opinion with regard to the enforceability of Section 6.6 or of a judgment denominated in a currency other than Dollars. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee), in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Subordinated Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by one or more Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee's own rights, duties or immunities under the Subordinated Securities, this Subordinated Indenture or otherwise. If the Company shall establish pursuant to Section 2.3 that the Subordinated Securities of a series are to be issued in the form of one or more Registered Global Subordinated Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Registered Global Subordinated Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Subordinated Securities of such series issued and not yet canceled, (ii) shall be registered in the name of the Depositary for such Registered Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.
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Authentication and Delivery of Subordinated Securities. The Company may deliver Subordinated Securities of any series having attached thereto appropriate Coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Subordinated Securities and Coupons, if any, to or upon the order of the Company (contained in the Company Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order. The maturity date, original issue date, interest rate and any other terms of the Subordinated Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing. In authenticating such Subordinated Securities and accepting the additional responsibilities under this Subordinated Indenture in relation to such Subordinated Securities, the Trustee shall be entitled to receive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Company to the Trustee to authenticate Subordinated Securities of such series) and (subject to Section 6.1) shall be fully protected in relying upon, the following enumerated documents unless and until such documents have been superseded or revoked:
(1) a Company Order requesting such authentication and setting forth delivery instructions if the Subordinated Securities and Coupons, if any, are not to be delivered to the Company, provided that, with respect to Subordinated Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to the Trustee prior to the delivery to the Trustee of such Subordinated Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Subordinated Securities of such series for original issue from time toto time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to a Company Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by a Company Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Subordinated Securities of such series shall be determined by a Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing;
(2) any Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Section 2.1 and 2.3 by or pursuant to which the forms and terms of the Subordinated Securities and Coupons, if any, were established;
(3) an Officer's Certificate setting forth the form or forms and terms of the Subordinated Securities and Coupons, if any, stating that the form or forms and terms of the Subordinated Securities and Coupons, if any, have been established pursuant to Sections 2.1 and 2.3 and comply with this Subordinated Indenture, and covering such other matters as the Trustee may reasonably request; and
(4) Either At the option of the Company, either one or more Opinions of Counsel, or a letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that:
(a) the form or forms of the Subordinated Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Subordinated Indenture;
(b) in the case of an underwritten offering, the terms of the Subordinated Securities have been duly authorized and established in conformity with the provisions of this Subordinated Indenture, and, in the case of an offering that is not underwritten, certain terms of the Subordinated Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Subordinated Indenture, and when such other terms as are to be established pursuant to procedures set forth in a Company Order shall have been established, all such terms will have been duly authorized by the Company and will have been established in conformity with the provisions of this Subordinated Indenture; and
(c) such Subordinated Securities and Coupons, if any, when executed by the Company and authenticated by the -15- 23 Trustee in accordance with the provisions of this Subordinated Indenture and delivered to and duly paid for by the purchasers thereof, and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Subordinated Indenture, will be entitled to the benefits of this Subordinated Indenture, and will be valid and binding obligations of the Company, enforceable in accordance with their respective terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors' rights generally, (ii) rights of acceleration, if any, and (iii) the availability of equitable remedies may be limited by equitable principles of general applicability and such counsel need express no opinion with regard to the enforceability of Section 6.6 or of a judgment denominated in a currency other than Dollars. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee)) reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Subordinated Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by one its board of directors or more Responsible Officers board of trustees, executive committee or a trust committee of directors or trustees shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee's own rights, duties or immunities under the Subordinated Securities, this Subordinated Indenture or otherwise. If the Company shall establish pursuant to Section 2.3 that the Subordinated Securities of a series are to be issued in the form of one or more Registered Global Subordinated Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Registered Global Subordinated Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Subordinated Securities of such series issued and not yet canceled, (ii) shall be registered in the name of the Depositary for such Registered Global Subordinated Security or Subordinated Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or delivered or held pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Subordinated Securities in definitive registered form, this Subordinated Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.
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