Common use of SUBSCRIPTION AND PURCHASE OF DEBENTURES Clause in Contracts

SUBSCRIPTION AND PURCHASE OF DEBENTURES. Issuance of ---------------------------------------------------- the Common Securities. Contemporaneously with the execution and delivery of --------------------- this Trust Agreement, (x) the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Trust and having an aggregate principal amount equal to $___________, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $__________, and (y) the Administrative Trustees, on behalf of the Trust, shall execute and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of __________ Common Securities having an aggregate Liquidation Amount of $__________ and, in satisfaction of the purchase price for such Common Securities, the Depositor shall deliver to the Trust the sum of $__________. In the event the overallotment option granted by the Trust with respect to the Preferred Securities pursuant to the Underwriting Agreement is exercised by the underwriters named therein, (x) the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Trust and having an aggregate principal amount of up to $__________, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor an amount equal to 100% of the aggregate principal amount of the Debentures being purchased and (y) contemporaneously therewith, the Administrative Trustees, on behalf of the Trust, shall execute and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount (determined on a pro rata basis to the extent the overallotment --- ---- option is exercised) of up to ______ Common Securities having an aggregate Liquidation Amount of up to $__________ and, in satisfaction of the purchase price for such Common Securities, the Depositor shall deliver to the Trust an amount equal to 3% of the aggregate principal amount of the Debentures being purchased.

SUBSCRIPTION AND PURCHASE OF DEBENTURES. Issuance of ---------------------------------------------------- the Common --------------------------------------------------------------- Securities. ---------- Contemporaneously with the execution and delivery of --------------------- this Trust Agreement, (x) the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Trust and having an aggregate principal amount equal to $___________515,463,925, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $__________515,463,925. Contemporaneously therewith, and (y) the an Administrative TrusteesTrustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of __________ 618,557 Common Securities having an aggregate Liquidation Amount of $__________ and, in satisfaction of the purchase price for such Common Securities, 15,463,925 against payment by the Depositor shall deliver to the Trust of the sum of $__________15,463,925. In the event the overallotment option granted by the Trust with respect to the Preferred Securities pursuant to the Underwriting Agreement is exercised by the underwriters Underwriters named therein, (x) the Administrative Trustees, on behalf of the TrustTrust and contemporaneously with the delivery to the Underwriters of such Preferred Securities, shall subscribe to and purchase from the Depositor DebenturesDepositor, Debentures registered in the name of the Trust and having an aggregate principal amount of up to $__________, 77,319,600 and, in satisfaction of the purchase price for such Debentures, the Trust shall, and the Property Trustee is hereby authorized to cause the Trust to, deliver to the Depositor an amount equal to the aggregate principal amount of Debentures being purchased. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall deliver to the Depositor an amount equal to 100% of the aggregate principal amount of the Debentures being purchased and (y) contemporaneously therewith, the Administrative Trustees, on behalf of the Trust, shall execute in accordance with Section 5.3 and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount (determined on a pro rata basis to the extent the overallotment --- ---- option is exercised) of up to ______ an additional 92,784 Common Securities having an aggregate Liquidation Amount of up to $__________ and, in satisfaction of the purchase price for such Common Securities, 2,319,600 against payment by the Depositor shall deliver to the Trust of an amount equal to 3% the aggregate Liquidation Amount of the aggregate principal amount of the Debentures being purchasedCommon Securities Certificates so delivered.

SUBSCRIPTION AND PURCHASE OF DEBENTURES. Issuance Contemporaneously with the execution and delivery of ---------------------------------------------------- this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall deliver to the Depositor, additional Common Securities, registered in the name of the Depositor in an aggregate amount of Four Thousand Six Hundred Forty (4,640) shares of Common Securities having an aggregate Liquidation Amount of Forty-Six Thousand Four Hundred Dollars ($46,400) against payment by the Depositor of Forty-Six Thousand Four Hundred Dollars ($46,400), which amount such Administrative Trustee shall promptly deliver to the Property Trustee. The additional Common Securities described in this Section 205 shall be issued in addition to those outstanding Common Securities issued pursuant to the Interim Trust Agreement, dated December 31, 2001. For purposes of compliance with Section 502 hereof, the Common Securities Certificate issued pursuant to the Interim Trust Agreement and held by the Depositor shall be cancelled and a Common Securities Certificate representing Ten Thousand Eight Hundred Twenty-Six (10,826) (being the aggregate number of shares of Common Securities issued and outstanding under (i) the Interim Trust Agreement; and (ii) this Trust Agreement) shares of Common Securities, which Common Securities Certificate shall be executed in accordance with Section 502; shall be issued to the Depositor; and shall replace the Common Securities Certificate issued pursuant to the Interim Trust Agreement. Contemporaneously with the execution and delivery of --------------------- this Trust Agreement, (x) the an Administrative Trustees, Trustee on behalf of the Trust, shall subscribe to and purchase from the Depositor DebenturesDepositor, additional Debentures registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to One Million Five Hundred Forty-Six Thousand Four Hundred Dollars ($___________1,546,400) (being the sum of the amounts delivered to the Property Trustee pursuant to (i) the second sentence of Section 204; and (ii) the first sentence of Section 205), and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of One Million Five Hundred Forty-Six Thousand Four Hundred Dollars ($__________, and (y) the Administrative Trustees, on behalf of the Trust, 1,546,400). The additional Debentures described in this Section 205 shall execute and deliver be issued in addition to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of __________ Common Securities having an aggregate Liquidation Amount of $__________ and, in satisfaction of the purchase price for such Common Securities, the Depositor shall deliver to the Trust the sum of $__________. In the event the overallotment option granted by the Trust with respect to the Preferred Securities those currently outstanding Debentures issued pursuant to the Underwriting Agreement is exercised by the underwriters named thereinIndenture on December 31, (x) the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Trust and having an aggregate principal amount of up to $__________, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor an amount equal to 100% of the aggregate principal amount of the Debentures being purchased and (y) contemporaneously therewith, the Administrative Trustees, on behalf of the Trust, shall execute and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount (determined on a pro rata basis to the extent the overallotment --- ---- option is exercised) of up to ______ Common Securities having an aggregate Liquidation Amount of up to $__________ and, in satisfaction of the purchase price for such Common Securities, the Depositor shall deliver to the Trust an amount equal to 3% of the aggregate principal amount of the Debentures being purchased2001.

SUBSCRIPTION AND PURCHASE OF DEBENTURES. Issuance of ---------------------------------------------------- the Common Securities. Contemporaneously with the execution and delivery of --------------------- this Trust AgreementAgreement or at the First Closing, (x) an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502 and deliver to the Depositor, Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of Common Securities having an aggregate Liquidation Amount of $310,000 against payment by the Depositor of such amount to the Property Trustee. Contemporaneously therewith, an Administrative TrusteesTrustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to $___________10,310,000, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $__________10,310,000. Contemporaneously with the exercise of the Underwriter's Over-Allotment Option at the Second Closing, and (y) the an Administrative TrusteesTrustee, on behalf of the Trust, Trust shall execute in accordance with Section 502 and deliver to the Depositor a Common Securities CertificatesCertificate, registered in the name of the Depositor, in an aggregate amount of __________ Common Securities having an aggregate Liquidation Amount of $__________ and, in satisfaction equal to the quotient of the purchase price for such Common Liquidation Amount of the Trust Preferred Securities, rounded up to the nearest $5,000, up to $65,000 in such Liquidation Amount, against payment by the Depositor shall deliver to the Trust the sum of $__________such amount. In the event the overallotment option granted by the Trust with respect to the Preferred Securities pursuant to the Underwriting Agreement is exercised by the underwriters named thereinContemporaneously therewith, (x) the an Administrative TrusteesTrustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to the sum of up to $__________the Liquidation Amount of the Common Securities determined in accordance with the foregoing sentence and the Liquidation Amount of the Trust Preferred Securities purchased upon exercise of the Underwriters' Over-Allotment Option, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor an amount equal to 100% of the aggregate principal amount of the Debentures being purchased and (y) contemporaneously therewith, the Administrative Trustees, on behalf of the Trust, shall execute and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount (determined on a pro rata basis to the extent the overallotment --- ---- option is exercised) of up to ______ Common Securities having an aggregate Liquidation Amount of up to $__________ and, in satisfaction of the purchase price for such Common Securities, the Depositor shall deliver to the Trust an amount equal to 3% of the aggregate principal amount of the Debentures being purchasedsum.