Exchange Event shall mean with respect to any Global Registered Receipt:
(1) (A) the Global Receipt Depository which is the Holder of such Global Registered Receipt or Receipts notifies the Corporation that it is no longer willing or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good standing under the Securities Exchange Act of 1934, as amended, and (B) the Corporation has not appointed a qualified successor Global Receipt Depository within 90 calendar days after the Corporation received such notice, or
(2) the Corporation in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the form of one or more Global Registered Receipts shall no longer be represented by such Global Receipt or Receipts.
Funds shall have the meaning set forth in Section 2.9.
Global Receipt Depository shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt Depository by the Corporation in or pursuant to this Deposit Agreement, which entity must be, to the extent required by any applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended.
Global Registered Receipts means a global registered Receipt, in definitive or book-entry form, registered in the name of a nominee of DTC.
Letter of Representations means any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depositorys rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.
Moodys shall mean Moodys Investors Service, Inc.
Officers Certificate shall mean a certificate in substantially the form set forth as Exhibit B hereto, which is signed by an officer of the Corporation and which shall include the terms and conditions of the Series N Preferred Stock to be issued by the Corporation and deposited with the Depositary from time to time in accordance with the terms hereof.
Receipt shall mean one of the depositary receipts issued hereunder, substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary form, and evidencing the number of Depositary Shares with respect to the Series N Preferred Stock held of record by the Record Holder of such Depositary Shares.
Record Holder or Holder as applied to a Receipt shall mean the person in whose name such Receipt is registered on the books of the Depositary maintained for such purpose.
Redemption Date shall have the meaning set forth in Section 2.8.
Registrar shall mean the Depositary or such other successor bank or trust company which shall be appointed by the Corporation to register ownership and transfers of Receipts as herein provided; and if a successor Registrar shall be so appointed, references herein to the books of or maintained by the Depository shall be deemed, as applicable, to refer as well to the register maintained by such Registrar for such purpose.
S&P means Standard & Poors Corporation.
Securities Act shall mean the Securities Act of 1933, as amended.
Series N Preferred Stock shall mean the shares of the Corporations Fixed Rate Non-Cumulative Perpetual Preferred Stock Series N, with a liquidation preference of $1,000 per share, designated in the Certificate of Designations and described in the Officers Certificate delivered pursuant to Section 2.2 hereof.