BEHALF OF THE TRUST AND
DELIVERED, WITHOUT FURTHER CORPORATE ACTION BY THE DEPOSITOR, IN AUTHORIZED
DENOMINATIONS.
(C)
THE PREFERRED SECURITIES ISSUED TO QIBS
SHALL BE, EXCEPT AS PROVIDED IN SECTION 5.6, BOOK-ENTRY PREFERRED SECURITIES
ISSUED IN THE FORM OF ONE OR MORE GLOBAL PREFERRED SECURITIES REGISTERED IN THE
NAME OF THE DEPOSITARY, OR ITS NOMINEE AND DEPOSITED WITH THE DEPOSITARY OR A
CUSTODIAN FOR THE DEPOSITARY FOR CREDIT BY THE DEPOSITARY TO THE RESPECTIVE
ACCOUNTS OF THE DEPOSITARY PARTICIPANTS THEREOF (OR SUCH OTHER ACCOUNTS AS THEY
MAY DIRECT).
THE PREFERRED SECURITIES ISSUED TO A PERSON OTHER THAN A QIB SHALL
BE ISSUED IN THE FORM OF DEFINITIVE PREFERRED SECURITIES CERTIFICATE.
(D)
A PREFERRED SECURITY SHALL NOT BE VALID
UNTIL AUTHENTICATED BY THE MANUAL SIGNATURE OF AN AUTHORIZED OFFICER OF THE
PROPERTY TRUSTEE.
SUCH SIGNATURE SHALL BE CONCLUSIVE EVIDENCE THAT THE
PREFERRED SECURITY HAS BEEN AUTHENTICATED UNDER THIS TRUST AGREEMENT.
UPON
WRITTEN ORDER OF THE TRUST SIGNED BY ONE ADMINISTRATIVE TRUSTEE, THE PROPERTY
TRUSTEE SHALL AUTHENTICATE THE PREFERRED SECURITIES FOR ORIGINAL ISSUE.
THE
PROPERTY TRUSTEE MAY APPOINT AN AUTHENTICATING AGENT THAT IS A U.S. PERSON
ACCEPTABLE TO THE TRUST TO AUTHENTICATE THE PREFERRED SECURITIES.
A COMMON
SECURITY NEED NOT BE SO AUTHENTICATED AND SHALL BE VALID UPON EXECUTION BY ONE
OR MORE ADMINISTRATIVE TRUSTEES.
THE FORM OF THIS CERTIFICATE OF AUTHENTICATION
CAN BE FOUND IN SECTION 5.13.
SECTION 5.5.
RIGHTS OF HOLDERS.
The Trust Securities shall have no preemptive or similar rights and when issued
and delivered to Holders against payment of the purchase price therefor will be
fully paid and non-assessable by the Trust.
Except as provided in Section
5.11(b), the Holders of the Trust
24
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.
SECTION 5.6.
BOOK-ENTRY PREFERRED SECURITIES.
(A)
A GLOBAL PREFERRED SECURITY MAY BE
EXCHANGED, IN WHOLE OR IN PART, FOR DEFINITIVE PREFERRED SECURITIES CERTIFICATES
REGISTERED IN THE NAMES OF THE OWNERS ONLY IF SUCH EXCHANGE COMPLIES WITH
SECTION 5.7 AND (I) THE DEPOSITARY ADVISES THE ADMINISTRATIVE TRUSTEES AND THE
PROPERTY TRUSTEE IN WRITING THAT THE DEPOSITARY IS NO LONGER WILLING OR ABLE
PROPERLY TO DISCHARGE ITS RESPONSIBILITIES WITH RESPECT TO THE GLOBAL PREFERRED
SECURITY, AND NO QUALIFIED SUCCESSOR IS APPOINTED BY THE ADMINISTRATIVE TRUSTEES
WITHIN NINETY (90) DAYS OF RECEIPT OF SUCH NOTICE, (II) THE DEPOSITARY CEASES TO
BE A CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT AND THE ADMINISTRATIVE
TRUSTEES FAIL TO APPOINT A QUALIFIED SUCCESSOR WITHIN NINETY (90) DAYS OF
OBTAINING KNOWLEDGE OF SUCH EVENT, (III) THE ADMINISTRATIVE TRUSTEES AT THEIR
OPTION ADVISE THE PROPERTY TRUSTEE IN WRITING THAT THE TRUST ELECTS TO TERMINATE
THE BOOK-ENTRY SYSTEM THROUGH THE DEPOSITARY OR (IV) A NOTE EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING. UPON THE OCCURRENCE OF ANY EVENT SPECIFIED IN CLAUSE
(I), (II), (III) OR (IV) ABOVE, THE ADMINISTRATIVE TRUSTEES SHALL NOTIFY THE
DEPOSITARY AND INSTRUCT THE