Common use of Conversion, Consolidation or Succession to Business Clause in Contracts

Conversion, Consolidation or Succession to Business. Any legal Person into which the Trustee may be merged or converted or with which it may be consolidated, or any legal Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any legal Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such legal Person shall be eligible under Section 310(a) of the Trust Indenture Act and this Article Six and shall have a combined capital and surplus of at least $50,000,000 or which shall be a wholly-owned subsidiary of a company that has a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 608 hereof without the execution or filing of any paper or any further act on the part of any of the parties hereto. If at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated. If at such time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of such successor trustee. In all such cases provided for under this paragraph, such certificate shall have the full force which it has anywhere in the Securities or in this Indenture, unless the certificate of the Trustee shall have stipulated that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall only apply to its successor or successors by merger, conversion or consolidation.

Conversion, Consolidation or Succession to Business. Any legal Person into which the Property Trustee or the Delaware Trustee may be merged or converted or with which it may be consolidated, or any legal Person resulting from any merger, conversion or consolidation to which the such Trustee shall be a party, or any legal Person succeeding to all or substantially all of the corporate trust business of the such Trustee, shall be the successor of the such Trustee hereunder; provided that such legal Person shall be eligible under Section 310(a) of the Trust Indenture Act and this Article Six and shall have a combined capital and surplus of at least $50,000,000 or which shall be a wholly-owned subsidiary of a company that has a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 608 hereof , without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided, that such Person shall be otherwise qualified and eligible under this Article VIII. If at Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the time such successor Securities Certificates shall be taken as the statements of the Trust and the Depositor, and the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the title to, or value or condition of, the property of the Trust or any part thereof, nor as to the validity or sufficiency of this Trust Agreement, the Notes or the Trust Securities. The Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the Notes. Property Trustee May File Proofs of Claim. In case of any Bankruptcy Event (or event that with the passage of time would become a Bankruptcy Event) relative to the Trust or any other obligor upon the Trust Securities or the property of the Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable and irrespective of whether the Property Trustee shall succeed have made any demand on the Trust for the payment of any past due Distributions) shall be entitled and empowered, to the trusts created fullest extent permitted by this Indenturelaw, by intervention in such proceeding or otherwise: to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee first any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee. Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding. Reports to and from the Property Trustee. The Depositor and the Administrative Trustees shall deliver to the Property Trustee, not later than one hundred and twenty (120) days after the end of each fiscal year of the Depositor ending after the date hereof, an Officers’ Certificate (substantially in the form attached hereto as Exhibit H) covering the preceding fiscal year, stating whether or not to the knowledge of the signers thereof the Depositor, the Administrative Trustees or the Trust are in default in the performance or observance of any of the terms, provisions and conditions of this Trust Agreement (without regard to any period of grace or requirement of notice provided hereunder) and, if the Depositor, the Administrative Trustees or the Trust shall be in default, specifying all such defaults and the nature and status thereof of which they have knowledge. The Depositor shall furnish to (i) the Property Trustee, (ii) the Purchaser, (iii) any Owner of the Preferred Securities shall have been authenticated but not delivered, any such successor reasonably identified to the Depositor or the Trust (which identification may be made either by such Owner or by the Purchaser) and (iv) any designee of (i), (ii) or (iii) above, a duly completed and executed certificate in the form attached hereto as Exhibit G, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Depositor not later than forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Depositor and not later than ninety (90) days after the end of each fiscal year of the Depositor. The Property Trustee may adopt shall receive all reports, certificates and information, which it is entitled to obtain under each of the certificate of authentication of any predecessor Trustee Operative Documents, and deliver such Securities so authenticated. If at such time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either Purchaser or its designee as identified in writing to the name Property Trustee, copies of any predecessor hereunder or in the name of such successor trustee. In all such cases provided for under this paragraphreports, such certificate shall have the full force which it has anywhere in the Securities certificates or in this Indenture, unless the certificate of the Trustee shall have stipulated that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall only apply to its successor or successors by merger, conversion or consolidationinformation promptly upon receipt thereof.

Conversion, Consolidation or Succession to Business. Any legal Person corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any legal Person corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any legal Person corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; , provided that such legal Person corporation shall be otherwise qualified and eligible under Section 310(a) of the Trust Indenture Act and this Article Six and shall have a combined capital and surplus of at least $50,000,000 or which shall be a wholly-owned subsidiary of a company that has a combined capital and surplus of at least $50,000,000 and have a Corporate Trust Office or an agent selected in accordance with Section 608 hereof Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. If at the time such successor to the Trustee shall succeed to the trusts created by this Indenture, In case any of the Securities or coupons shall have been authenticated authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such successor to the authenticating Trustee may adopt the certificate of such authentication of any predecessor Trustee and deliver the Securities or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities so authenticatedor coupons. If at such time In case any of the Securities shall not have been authenticatedauthenticated by such predecessor Trustee, any successor to the Trustee may authenticate and deliver such Securities or coupons either in the name of any predecessor hereunder or in the name of such the successor trusteeTrustee. In all such cases provided for under this paragraph, such certificate certificates shall have the full force and effect which it has anywhere in the Securities or in this Indenture, unless Indenture provides for the certificate of authentication of the Trustee shall have stipulated Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only apply to its successor or successors by merger, conversion or consolidation.