Common use of Definitive Preferred Securities Certificates Clause in Contracts

Definitive Preferred Securities Certificates. If (a) the Clearing Agency notifies the Depositor that it is no longer willing or able to continue as depositary for the Preferred Securities Certificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, at a time when the Clearing Agency is required to be so registered to act as such depositary, and no successor depositary shall have been appointed, or (b) the Depositor, in its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occured and be continuing a Debenture Event of Default, Owners of Book-Entry Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Liquidation Amount advise the Property Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then, in each case, the Property Trustee shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and that Definitive Preferred Securities Certificates will be distributed to such Owners in exchange for their beneficial interests in such Preferred Securities Certificate or Certificates. Upon surrender to the Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and deliver the same to or upon the order of the Clearing Agency or an authorized representative thereof. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be engraved and executed in accordance with the applicable rules of the American Stock Exchange or such other national exchange or over-the-counter market on which the Preferred Securities are then listed for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred Securities

Definitive Preferred Securities Certificates. If (a) the Clearing Agency notifies the Depositor that it is no longer willing or able to continue as depositary for the Preferred Securities Certificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, at a time when the Clearing Agency is required to be so registered to act as such depositary, and no successor depositary shall have been appointed, or (b) the Depositor, in its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occured occurred and be continuing a Debenture Event of Default, Owners of Book-Book Entry Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Liquidation Amount advise the Property Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then, in each case, the Property Trustee shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and that Definitive Preferred Securities Certificates will be distributed to such Owners in exchange for their beneficial interests in such Preferred Securities Certificate or Certificates. Upon surrender to the Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and deliver the same to or upon the order of the Clearing Agency or an authorized representative thereof. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be engraved and executed in accordance with the applicable rules of the American Stock Exchange or such other national exchange or over-the-counter market on which the Preferred Securities are then listed for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred Securities.

Definitive Preferred Securities Certificates. If (a) Notwithstanding any other provision in this Trust Agreement, no Global Certificate may be exchanged in whole or in part for Certificated Preferred Securities or for any Preferred Securities registered, and no transfer of a Global Certificate in whole or in part may be registered, in the name of any Person other than the Clearing Agency notifies for such Global Certificate or a nominee thereof unless (i) such Clearing Agency (A) has notified the Trust and the Depositor that it is no longer willing unwilling or able unable to continue as depositary for the Preferred Securities Certificates and no successor Clearing Agency shall have been appointed, for such Global Certificate or if at any time the Clearing Agency ceases (B) has ceased to be a clearing agency registered as such under the Securities Exchange ActAct of 1934, at a time when the Clearing Agency is required to be so registered to act as such depositaryamended, and no in either case the Trust and the Depositor thereupon fail to appoint a successor depositary shall have been appointedClearing Agency, or (bii) the Trust and the Depositor, in its sole discretionat their option, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occured and be continuing a Debenture Event of Default, Owners of Book-Entry Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Liquidation Amount advise notify the Property Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then, in each case, the Property Trustee shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and that Definitive Preferred Securities Certificates will be distributed they elect to such Owners in exchange for their beneficial interests in such Preferred Securities Certificate or Certificates. Upon surrender to the Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and deliver the same to or upon the order of the Clearing Agency or an authorized representative thereof. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon cause the issuance of Definitive the Preferred Securities Certificatesin certificated form or (iii) there shall have occurred and be continuing an Event of Default; after the occurrence and continuation of an Event of Default, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be engraved and executed a majority in accordance with the applicable rules of the American Stock Exchange or such other national exchange or over-the-counter market on which the Preferred Securities are then listed for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred SecuritiesSecurities may notify the Property Trustee in writing that they elect to cause the issuance of Preferred Securities in certificated form. In all cases, Certificated Preferred Securities delivered in exchange for any Global Certificate or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Clearing Agency (in accordance with its customary procedures) and the Property Trustee, as Securities Registrar, will make an appropriate adjustment in its records to reflect a decrease in the liquidation preference of the relevant Global Certificate.

Definitive Preferred Securities Certificates. If (a) the Clearing Agency notifies the Depositor that it is no longer willing or able to continue as depositary for the Preferred Securities Certificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, at a time when the Clearing Agency is required to be so registered to act as such depositary, and no successor depositary shall have been appointed, or (b) the Depositor, in its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occured occurred and be continuing a Debenture Event of Default, Owners of Book-Book Entry Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Liquidation Amount advise the Property Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then, in each case, the Property Trustee shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and that Definitive Preferred Securities Certificates will be distributed to such Owners in exchange for their beneficial interests in such Preferred Securities Certificate or Certificates. Upon surrender to the Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and deliver the same to or upon the order of the Clearing Agency or an authorized representative thereof. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be engraved and executed in accordance with the applicable rules of the American Stock Exchange or such other national exchange or over-the-counter market on which the Preferred Securities are then listed for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred SecuritiesPreferred

Definitive Preferred Securities Certificates. If (a) the Depositor advises the Trustees in writing that the Clearing Agency notifies the Depositor that it is no longer willing or able to continue as depositary for properly discharge its responsibilities with respect to the Preferred Securities Certificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, at a time when the Clearing Agency is required to be so registered to act as such depositaryCertificates, and no successor depositary shall have been appointedthe Depositor is unable to locate a qualified successor, or (b) the Depositor, Depositor at its option advises the Trustees in its sole discretion, determines writing that such Preferred Securities Certificates shall be so exchangeable, it elects to terminate the book-entry system through the Clearing Agency or (c) after there shall have occured and be continuing the occurrence of a Debenture Event of Default, Owners of Book-Entry Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the in Liquidation Amount of Preferred Securities then Outstanding advise the Property Trustee Administrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then, in each case, then the Property Trustee Administrative Trustees shall notify the Clearing Agency other Trustees and the Clearing Agency Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Owners of Clearing Agency Participants for whom it holds Preferred Securities Certificates and the other Trustees of the occurrence of any such event and that of the availability of the Definitive Preferred Securities Certificates will be distributed to Owners of such Owners in exchange for their beneficial interests in such Preferred Securities Certificate class or Certificatesclasses, as applicable, requesting the same. Upon surrender to the Property Trustee Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and deliver the same to or upon the order Agency, if executed on behalf of the Clearing Agency Trust by facsimile, countersigned by the Securities Registrar or an authorized representative thereofits agent. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholdersholders of Trust Securities. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed or engraved and executed or may be produced in accordance with any other manner as is reasonably acceptable to the applicable rules Administrative Trustees that meets the requirements of the American Stock Exchange or such other national any stock exchange or over-the-counter market automated quotation system on which the Preferred Securities are then listed or approved for trading. Thereafter, payments as evidenced by the execution thereof by the Administrative Trustees or any one of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred Securitiesthem.

Definitive Preferred Securities Certificates. If (a) the Clearing Agency notifies the Depositor that it is no longer willing or able to continue as depositary for the Preferred Securities Certificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, Act at a time when the Clearing Agency is required to be so registered to act as such depositary, and no successor depositary shall have been appointed, or (b) the Depositor, in its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occured occurred and be continuing a Debenture Event of Default, Default and Owners of Book-Entry Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the Liquidation Amount advise the Property Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities Certificates, then, in each casecase ((a), (b) or (c)), the Property Trustee shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and that the Definitive Preferred Securities Certificates will be distributed to such Owners in exchange for their beneficial interests in such Preferred Securities Certificate or CertificatesCertificate(s). Upon surrender to the Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and deliver the same to or upon the order of the Clearing Agency or an authorized representative thereof. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be engraved and executed in accordance with the applicable rules of the American Stock Exchange or such other national exchange or over-the-counter market on which the Preferred Securities are then listed for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred Securities.

Definitive Preferred Securities Certificates. If (a) the Depositor or the Clearing Agency notifies advises the Depositor Trustees in writing that it the Clearing Agency is no longer willing or able to continue as depositary for properly discharge its responsibilities with respect to the Preferred Securities Certificates Certificates, and no successor Clearing Agency shall have been appointedthe Depositor is unable to locate a qualified successor, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Securities Exchange ActAct of 1934, as amended, at a time when the Clearing Agency is required to be so registered to act as such depositary, and no successor depositary shall have been appointed, or (b) the Depositor, Depositor at its option advises the Trustees in its sole discretion, determines writing that such Preferred Securities Certificates shall be so exchangeable, it elects to terminate the book-entry system through the Clearing Agency or (c) after there shall have occured and be continuing the occurrence of a Debenture Subordinated Note Event of Default, Owners of Book-Entry Preferred Securities Certificates representing beneficial interests aggregating at least a majority of the aggregate Liquidation Amount of all Outstanding Preferred Securities advise the Property Trustee Administrative Trustees in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interest of the Owners of Preferred Securities CertificatesSecurities, then, in each case, then the Property Trustee Administrative Trustees shall notify the Clearing Agency other Trustees and the Clearing Agency Agency, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Owners of Clearing Agency Participants for whom it holds Preferred Securities Certificates and the other Trustees of the occurrence of any such event and that of the availability of the Definitive Preferred Securities Certificates will be distributed to Owners of such Owners in exchange for their beneficial interests in such Preferred Securities Certificate class or Certificatesclasses, as applicable, requesting the same. Upon surrender to the Property Trustee Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute execute, and the Property Trustee shall authenticate, the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and deliver the same to or upon the order of the Clearing Agency or an authorized representative thereofAgency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved and executed or may be produced in accordance with any other manner as is reasonably acceptable to the applicable rules Administrative Trustees that meets the requirements of the American Stock Exchange or such other national any stock exchange or over-the-counter market automated quotation system on which the Preferred Securities are then listed or approved for trading. Thereafter, payments as evidenced by the execution thereof by the Administrative Trustees or any one of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred Securitiesthem.

Definitive Preferred Securities Certificates. If (a) If (i) the Sponsor advises the Administrators in writing that the Clearing Agency notifies the Depositor that it is no longer willing or able to continue as depositary for properly discharge its responsibilities with respect to the Global Preferred Securities Certificates and no successor Clearing Agency shall have been appointed, or if at any time the Clearing Agency ceases to be a clearing agency registered under the Exchange Act, at a time when the Clearing Agency is required to be so registered to act as such depositaryCertificates, and no successor depositary shall have been appointedthe Sponsor is unable to locate a qualified successor, or (bii) the Depositor, in Sponsor at its sole discretion, determines that such Preferred Securities Certificates shall be so exchangeable, or (c) after there shall have occured and be continuing a Debenture Event of Default, Owners of Book-Entry Preferred Securities Certificates representing beneficial interests aggregating at least a majority of option advises the Liquidation Amount advise the Property Trustee Administrators in writing that it elects to terminate the continuation of a book-entry system through the Clearing Agency is no longer in Agency, or (iii) after the best interest occurrence of a Debenture Event of Default, upon written notice of the Owners of Preferred Securities CertificatesMajority Holders to the Administrators, then, then in each case, case the Property Trustee Administrators shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency Agency, in accordance with its customary rules and procedures, shall notify all Owners of Clearing Agency Participants for whom it holds Preferred Securities Certificates and the other Trustees of the occurrence of any such event and that of the availability of the Definitive Preferred Securities Certificates will be distributed to such Owners in exchange for their beneficial interests in such Preferred Securities Certificate of that class or Certificatesclasses, as applicable, requesting the same. Upon surrender to the Property Trustee Administrators of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Global Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the Administrators, or any one of them, shall execute, and the Property Trustee shall authenticate, the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, nor the Issuer Trustees shall be liable for any delay in delivery of those instructions and may conclusively rely on, and be protected in relying on, those instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators or any one of them. (b) If any Global Preferred Securities Certificate is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if any other Preferred Securities Certificate is to be exchanged in whole or in part for Preferred Securities represented by a Global Preferred Securities Certificate, then either (i) that Global Preferred Securities Certificate shall be so surrendered for exchange or cancellation as provided in this Article 5 or (ii) the aggregate Liquidation Amount represented by that Global Preferred Securities Certificate shall be reduced or increased by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Securities Certificate to be so exchanged or cancelled, or equal to the Liquidation Amount represented by those Definitive Preferred Securities Certificates to be so exchanged for Global Preferred Securities represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrators or the Securities Registrar of the Global Preferred Securities Certificate or Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative TrusteesAdministrators, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency and deliver the same to or upon the order Agency. None of the Clearing Agency Securities Registrar, the Issuer Trustees, or an authorized representative thereof. Neither the Securities Registrar nor the Trustees Administrators shall be liable for any delay in delivery of such those instructions and may conclusively rely on, and shall be protected in relying on, such those instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be engraved and executed in accordance with the applicable rules of the American Stock Exchange or such other national exchange or over-the-counter market on which the Preferred Securities are then listed for trading. Thereafter, payments of Distributions (including Additional Amounts, if applicable) in respect of the Definitive Preferred Securities Certificates shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register, provided that payments will be made by wire transfer if requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred Securities.