Common use of Certain Transfers and Exchanges Clause in Contracts

Certain Transfers and Exchanges. (a) The following provisions shall apply with respect to any proposed transfer of an interest in a Restricted Global Security: If (i) the owner of a beneficial interest in a Restricted Global Security wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person wishes to hold its interest in the Security through a beneficial interest in the Regulation S Global Security, (x) upon receipt by the Depositary and Security Registrar of: (i) instructions from the Holder of the Restricted Global Note directing the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Security equal to the principal amount of the beneficial interest in the Restricted Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B from the transferor, and (y) subject to the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Regulation S Global Security and decrease the Restricted Global Security by such amount in accordance with the foregoing. (b) If the owner of an interest in a Regulation S Global Security wishes to transfer such interest (or any portion thereof) to a "qualified institutional buyer" as defined by and pursuant to Rule 144A prior to the expiration of the Restricted Period therefor, (x) upon receipt by the Depositary and Security Registrar of: (i) instructions from the Holder of the Regulation S Global Security directing the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B duly executed by the transferor, and (y) in accordance with the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Restricted Global Security and decrease the Regulation S Global Security by such amount in accordance with the foregoing.

Certain Transfers and Exchanges. (a) The following provisions shall apply with respect to Notwithstanding any proposed transfer other provision of an interest this Indenture or the Securities, transfers and exchanges of Securities and beneficial interests in a Restricted Global Security: If Security of the kinds specified in this Section 3.06(b) shall be made only in accordance with this Section 3.06(b). (i) Exchanges Between the owner Restricted Global Security and the Regulation S Global Security. (A) Beneficial interests in the Restricted Global Security may be exchanged for beneficial interests in the Regulation S Global Security and vice versa only in connection with a transfer of a such interest. Such transfers are subject to compliance with the certification requirements described below. (B) A beneficial interest in a the Restricted Global Security wishes to transfer such interest (or portion thereof) may be transferred to a Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person wishes to hold its interest who takes delivery in the Security through a beneficial form of an interest in the Regulation S Global Security, (x) whether before or after the expiration of the Distribution Compliance Period, only upon receipt by the Depositary and Security Registrar of:Trustee of a written certification on behalf of the transferor to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or (if available) Rule 144 under the Securities Act. (iC) instructions from Prior to the Holder expiration of the Restricted Global Note directing the Depositary and Security Registrar to credit or cause to be credited Distribution Compliance Period, a beneficial interest in the Regulation S Global Security equal may be transferred to a person who takes delivery in the principal amount form of the beneficial an interest in the Restricted Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B from the transferor, and (y) subject to the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Regulation S Global Security and decrease the Restricted Global Security by only if such amount in accordance with the foregoing. (b) If the owner of an interest in a Regulation S Global Security wishes to transfer such interest (or any portion thereof) to a "qualified institutional buyer" as defined by and is made pursuant to Rule 144A prior and the transferor first delivers to the Trustee a written certification on behalf of the transferor to the effect that such transfer is being made to a person who the transferor reasonably believes is a qualified institutional buyer acquiring for its own account or the account of a qualified institutional buyer in a transaction complying with Rule 144A and any applicable securities laws of the states of the United States and other jurisdictions. After the expiration of the Restricted Period thereforDistribution Compliance Period, (x) upon receipt by the Depositary and Security Registrar of:this certification requirement shall no longer apply to such transfers. (iD) instructions from the Holder of the Regulation S Global Security directing the Depositary and Security Registrar to credit or cause to be credited a Any beneficial interest in the Restricted Global Note equal to the principal amount one of the Global Securities that is exchanged for an interest in the other Global Security shall cease to be an interest in such Global Security and shall become an interest in the other Global Security. Accordingly, such interest shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (E) Any exchange of a beneficial interest in the Regulation S Global Security to be transferred, and (ii) for a Restricted Securities Certificate beneficial interest in the form of Annex B duly executed by the transferor, and (y) in accordance with the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Restricted Global Security and decrease or vice versa will be effected in DTC by means of an instruction originated by the Regulation S Global Security by such amount in accordance with Trustee through the foregoingDTC Deposit/Withdrawal at Custodian ("DWAC") system.

Certain Transfers and Exchanges. Subject to Section ‎3.01, transfers and exchanges of Securities and beneficial interests in a Global Security of the kinds specified in this Section ‎3.14 shall be made only in accordance with this Section ‎3.14. (a) The following provisions shall apply If, at any time, whether prior to or after the expiration of the holding period with respect to any proposed transfer of the Securities set forth in Rule 144(d) under the Securities Act, an interest in a Restricted Global Security: If (i) the owner of a beneficial interest in a Restricted Global Security deposited with the Trustee, as custodian for the Depositary, wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person wishes to hold its interest in such Restricted Global Security to a Person who is required or permitted to take delivery thereof in the Security through a beneficial form of an interest in the a Regulation S Global Security, (x) upon such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Security as provided in this Section ‎3.14(a). Upon receipt by the Depositary and Security Registrar of: Trustee of (i1) written instructions given in accordance with the Applicable Procedures from the Holder of the Restricted Global Note an Agent Member directing the Depositary and Security Registrar Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Security in an amount equal to the beneficial interest in the applicable Restricted Global Security to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and the Euroclear or Clearstream account (if applicable) to be credited with such increase and (3) a certificate substantially in the form of Exhibit B-1 hereto given by the owner of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of the applicable Restricted Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security by the principal amount of the beneficial interest in the Restricted Global Security to be transferredexchanged, and (ii) a Restricted Securities Certificate in the form of Annex B from the transferor, and (y) subject to credit or cause to be credited to the rules and procedures account of the Depositary, the Depositary and Security Registrar shall increase Person specified in such instructions a beneficial interest in the Regulation S Global Security equal to the reduction in the aggregate principal amount of the applicable Restricted Global Security, and decrease to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security by such amount in accordance with the foregoingthat is being exchanged or transferred. (b) If If, at any time prior to the expiration of one year from the date of the acquisition of the Securities from the Issuer, or from an Affiliate of the Issuer, an owner of an a beneficial interest in a Regulation S Global Security deposited with the Trustee as custodian for the Depositary wishes to transfer its interest in such interest (or any portion thereof) to a "qualified institutional buyer" as defined by and pursuant to Rule 144A prior to the expiration of the Restricted Period therefor, (x) upon receipt by the Depositary and Security Registrar of: (i) instructions from the Holder of the Regulation S Global Security to a Person who is required or permitted to take delivery thereof in the form of an interest in a Restricted Global Security, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Security, as provided in this Section ‎3.14(b). Upon receipt by the Trustee of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Depositary and Trustee, as Security Registrar Registrar, to credit or cause to be credited a beneficial interest in the Restricted Global Note Security equal to the beneficial interest in the Regulation S Global Security to be exchanged; (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary to be credited with such increase; and (3) a certificate substantially in the form of Exhibit B-2 hereto given by the owner of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of such Regulation S Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Restricted Global Security by the principal amount of the beneficial interest in the Regulation S Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B duly executed by the transferorexchanged, and (y) in accordance with the rules and procedures of Trustee, as Security Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the Depositary and Security Registrar shall increase account of the Person specified in such instructions a beneficial interest in the applicable Restricted Global Security equal to the reduction in the aggregate principal amount of such Regulations S Global Security and decrease to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Security that is being transferred. (c) If the holder of a beneficial interest in a Regulation S Global Security wishes, at any time after the expiration of one year from the date of the acquisition of the Securities from the Issuer, or from an Affiliate of the Issuer, to (A) transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security or (B) to exchange such interest for a beneficial interest in the Restricted Global Security, such transfer or exchange may be effected, subject to the Applicable Procedures, only in accordance with this Section ‎3.14(c). Upon receipt by such amount the Trustee of (1) written instructions given in accordance with the foregoingApplicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Restricted Global Security in an amount equal to the beneficial interest in the Regulation S Global Security to be so transferred or exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary to be credited with such beneficial interest and (3) a certificate substantially in the form of Exhibit B-3 hereto given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of such Regulation S Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Restricted Global Security by the principal amount of the beneficial interest in the Regulation S Global Security to be so transferred or exchanged, and the Trustee, as Security Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the applicable Restricted Global Security equal to the reduction in the aggregate principal amount of such Regulations S Global Security and to debit or cause to be debited from the account of the Person making such transfer or exchange the beneficial interest in the Regulation S Global Security that is being transferred or exchanged. (d) Beneficial interests in a Restricted Global Security may be transferred to a Person who takes delivery in the form of an interest in such Restricted Global Security without any written certification from the transferor or the transferee, but the transferee will be deemed to make the representations set forth in Exhibit B-2 or Exhibit B-3, as applicable. (e) Beneficial interests in a Regulation S Global Security may be transferred to a Person who takes delivery in the form of an interest in such Regulation S Global Security without any written certification from the transferor or the transferee; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor (as defined in Regulation S under the Securities Act)). (f) The following legends (the “Private Placement Legend”) shall appear on the face of all Global Securities and definitive Securities issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

Certain Transfers and Exchanges. (a) The following provisions shall apply with respect to Notwithstanding any proposed transfer other provision ------------------------------- of an interest this Trust Agreement, transfers and exchanges of Preferred Securities and of beneficial interests in a Restricted Global Security: If Security of the kinds specified in this Section 5.5(b) shall be made only in accordance with this Section 5.5(b). (i) Exchanges Between Global Regulation S Preferred Securities and -------------------------------------------------------------- Global Rule 144 Preferred Securities. If an Owner of a beneficial interest ------------------------------------ in a Global Regulation S Preferred Security wishes at any time to transfer such interest to a Person who wishes to acquire the owner same in the form of a beneficial interest in a Global Rule 144A Preferred Security, such transfer may be effected only in accordance with this Clause (b)(i) and subject to the Applicable Procedures. Upon receipt by the Securities Registrar of (A) an order given by the Clearing Agency or its authorized representative directing that interests in a Global Rule 144A Preferred Security in a specified amount be credited to a specified Clearing Agency Participant's account and that interests in a Global Regulation S Preferred Security in an equal amount be debited from another specified Clearing Agency Participant's account and (B) if such transfer is to occur during the Restricted Period, a Restricted Securities Certificate (substantially in the form of Exhibit E hereto) satisfactory to the Securities Registrar and duly executed by the Owner of such a beneficial interest in the Global Regulation S Preferred Security or his attorney duly authorized in writing, then the Securities Registrar shall reduce the amount of the Global Regulation S Preferred Security by such specified amount and increase the amount of the Global Rule 144A Preferred Security by a corresponding amount. If an Owner of a beneficial interest in a Global Rule 144A Preferred Security at any time wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant who wishes to acquire the same in the form of a beneficial interest in a Global Regulation S Preferred Security, such transfer may be effected only in accordance with the provisions of this Clause (b)(i) and subject to the Applicable Procedures. Upon receipt by the Securities Registrar of (A) an order given by the Clearing Agency or its authorized representative directing that interests in a Global Regulation S Preferred Security in a specified amount be credited to a specified Clearing Agency Participant's account and that interests in a Global Rule 144A Preferred Security in an equal amount be debited from another specified Clearing Agency Participant's account and (B) a Regulation S Certificate (substantially in the form of Exhibit D hereto) satisfactory to the Securities Registrar and duly executed by the Owner of such interests in a Global Rule 144A Preferred Security or his attorney duly authorized in writing, then the Securities Registrar shall, as directed by the Clearing Agency, reduce the amount of the Global Rule 144A Preferred Security and increase the amount of the Global Regulation S Preferred Security by a corresponding amount. (ii) Exchange of Global Rule 144A Preferred Securities or Global ----------------------------------------------------------- Regulation S Preferred Securities for Other Preferred Securities. An Owner ---------------------------------------------------------------- of a beneficial interest in a Global Rule 144A Preferred Security or a Global Regulation S Preferred Security at any time may, but only upon at least 20 days' prior written notice given by the Clearing Agency to the Property Trustee, transfer such Non-U.S. interest to a Person who wishes to hold its acquire the same in the form of an Other Preferred Security, provided that the Securities Registrar shall have received a Restricted Securities Certificate (substantially in the form of Exhibit E hereto) satisfactory to the Securities Registrar and duly executed by the transferor Owner or his attorney duly authorized in writing. (iii) Exchange of Other Preferred Securities for Global 144A Preferred ---------------------------------------------------------------- Securities or Global Regulation S Securities. If an Owner of an Other -------------------------------------------- Preferred Security wishes at any time to transfer all or any portion of such Other Preferred Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Global 144A Preferred Security or a Global Regulation S Preferred Security, such transfer may be effected only in accordance with the Security through provisions of this Clause (b)(iii) and Clause (b)(iv) below and subject to the Applicable Procedures. Upon receipt by the Property Trustee, as Securities Registrar of (A) a Restricted Securities Certificate and written instructions satisfactory to the Securities Registrar directing that a beneficial interest in the Global 144A Preferred Security or Global Regulation S Global SecurityPreferred Security in a specified principal amount be credited to a specified Agent Member's account and (B) a Restricted Securities Certificate (substantially in the form of Exhibit E hereto), (x) upon receipt by if the Depositary and Security Registrar of: (i) instructions from the Holder of the Restricted Global Note directing the Depositary and Security Registrar to credit or cause specified account is to be credited with a beneficial interest in the Global 144A Preferred Security or a Regulation S Certificate (substantially in the form of Exhibit D hereto), if the specified account is to be credited with a beneficial interest in the Global Regulation S Preferred Security, in either case satisfactory to the Securities Registrar and duly executed by such Owner or his attorney duly authorized in writing, then the Securities Registrar, subject to Clause (b)(iv) below, shall cancel such Other Preferred Securities (and issue a new Other Preferred Security equal to in respect of any untransferred portion thereof) as provided in Section 5.5(a) and increase the principal amount of the beneficial interest in Global 144A Preferred Security or the Restricted Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B from the transferor, and (y) subject to the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Regulation S Global Security and decrease Preferred Security, as the Restricted Global Security by such amount in accordance with the foregoing. (b) If the owner of an interest in a Regulation S Global Security wishes to transfer such interest (or any portion thereof) to a "qualified institutional buyer" as defined by and pursuant to Rule 144A prior to the expiration of the Restricted Period thereforcase may be, (x) upon receipt by the Depositary and Security Registrar of: (i) instructions from the Holder of the Regulation S Global Security directing the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the specified principal amount of the beneficial interest as provided in the Regulation S Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B duly executed by the transferor, and (y) in accordance with the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Restricted Global Security and decrease the Regulation S Global Security by such amount in accordance with the foregoingSection 5.5(c).

Certain Transfers and Exchanges. (a) The following provisions shall apply with respect to any proposed transfer of an interest in a Restricted Global Security: If (i) the owner of a beneficial interest in a Restricted Global Security wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person wishes to hold its interest in the Security through a beneficial interest in the a Regulation S Global Security, (x) upon receipt by the Depositary and Security Registrar of: (i) instructions from the Holder of the Restricted Global Note Security directing the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Security equal to the principal amount of the beneficial interest in the Restricted Global Security to be transferred, and (ii) a Restricted Securities Regulation S Certificate in the form of Annex B A from the transferor, and (y) subject to the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Regulation S Global Security and decrease the Restricted Global Security by such amount in accordance with the foregoing. (b) If the owner of an interest in a Regulation S Global Security wishes to transfer such interest (or any portion thereof) to a "“qualified institutional buyer" ” as defined by and pursuant to Rule 144A prior to the expiration of the Restricted Period therefor, (x) upon receipt by the Depositary and Security Registrar of: (i) instructions from the Holder of the Regulation S Global Security directing the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in the Restricted Global Note Security equal to the principal amount of the beneficial interest in the Regulation S Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B duly executed by the transferor, and (y) in accordance with the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Restricted Global Security and decrease the Regulation S Global Security by such amount in accordance with the foregoing.

Certain Transfers and Exchanges. (aNotwithstanding any other provision of this Trust Agreement, transfers and exchanges of Original Capital Securities of the kinds specified in this Section 5.4(b) The following provisions shall apply be made only in accordance with respect to any proposed transfer of an interest in a Restricted Global Security: If this Section 5.4(b). (i) Global Rule 144A Capital Securities Certificate to Global Regulation S Capital Securities Certificate. If an Owner of Global Rule 144A Capital Securities Certificates at any time wishes to transfer such interest to a Person who wishes to acquire the owner same in the form of a beneficial interest in Global Regulation S Capital Securities Certificates, such transfer may be effected only in accordance with the provisions of this Clause (b)(i) and Clause (b)(iv) below. Upon receipt by the Security Registrar of (A) an order given by the Clearing Agency or its authorized representative directing that Global Regulation S Capital Securities Certificates in a Restricted specified amount be credited to a specified Clearing Agency Participant's account and that Global Rule 144A Capital Securities Certificates in an equal amount be debited from another specified Clearing Agency Participant's account and (B) a Regulation S Certificate, satisfactory to the Security Registrar, and duly executed by the Owner of such Global Rule 144A Capital Securities Certificates or his attorney duly authorized in writing, then the Security Registrar shall reduce the amount of the Global Rule 144A Capital Securities Certificates and increase the amount of the Global Regulation S Capital Securities Certificates, subject to Clause (b)(iv) below. (ii) Global Regulation S Capital Securities to Global Rule 144A Capital Securities. If an Owner of Global Regulation S Capital Securities Certificates wishes at any time to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person who wishes to hold its interest acquire the same in the Security through form of a beneficial interest in the Regulation S Global SecurityRule 144A Capital Securities Certificates, such transfer may be effected only in accordance with this Clause (x) upon b)(ii). Upon receipt by the Depositary and Security Registrar of: of (iA) instructions an order given by the Clearing Agency or its authorized representative directing that Global Rule 144A Capital Securities Certificates in a specified amount be credited to a specified Clearing Agency Participant's account and that Global Regulation S Capital Securities Certificates in an equal amount be debited from the Holder of another specified Clearing Agency Participant's account and (B) if such transfer is to occur during the Restricted Period, a Restricted Securities Certificate satisfactory to the Securities Registrar and duly executed by the Owner of such Global Note directing Regulation S Capital Securities Certificates or his attorney duly authorized in writing, then the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in shall reduce the Regulation S Global Security equal to the principal amount of the beneficial interest Global Regulation S Capital Securities Certificates by such specified amount and increase the amount of the Global Rule 144A Capital Securities Certificates. (iii) Non-Global Capital Securities Certificates to Non-Global Capital Securities Certificates. Original Capital Securities Certificates other than Global Capital Securities Certificates may be transferred, in whole or in part, to a Person who takes delivery in the Restricted form of another Capital Security that is not a Global Capital Securities Certificate, provided, that if the Capital Security to be transferredtransferred is a Rule 144A Capital Security, and or is a Regulation S Capital Security and the transfer is to occur during the Restricted Period, then the Security Registrar shall have received (iiA) a Restricted Securities Certificate satisfactory to the Security Registrar and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of Annex B from the transferora Rule 144A Capital Security, and or (yB) subject a Regulation S Certificate satisfactory to the rules and procedures of the Depositary, the Depositary and Security Registrar and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall increase take delivery in the form of a Regulation S Global Security and decrease the Restricted Global Security by such amount in accordance with the foregoingCapital Security. (biv) If the owner of an interest in a Global Regulation S Global Security wishes Capital Securities Certificates to transfer such interest (be Held Through Euroclear or any portion thereof) Cedel during Restricted Period. The Property Trustee shall use its best efforts to a "qualified institutional buyer" as defined by and pursuant cause the Clearing Agency to Rule 144A prior to ensure that, until the expiration of the Restricted Period thereforPeriod, (x) upon receipt by beneficial interests in the Depositary and Security Registrar of: (i) instructions from the Holder of the Global Regulation S Global Security directing Capital Securities Certificates may be held only in or through accounts maintained at the Depositary and Security Registrar to credit Clearing Agency by Euroclear or cause to be credited a beneficial interest in Cedel (or by Clearing Agency Participants acting for the Restricted Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B duly executed by the transferoraccount thereof), and no Person shall be entitled to effect any transfer or exchange that would result in any such interest being held otherwise than in or through such an account; provided that this Clause (yb)(iv) shall not prohibit any transfer or exchange of such an interest in accordance with the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Restricted Global Security and decrease the Regulation S Global Security by such amount in accordance with the foregoingClause (b)(ii) above.

Certain Transfers and Exchanges. Transfer of any Global Note shall be by delivery. The Issuer represents that it has agreed with the Depositary that a Global Note and the corresponding Depositary Interests therein shall only be transferred in the circumstances described in this Indenture. All Global Notes will be exchanged by the Issuer for Notes in definitive registered form substantially as set forth in the applicable exhibit to this Indenture (aeach, a “Definitive Note”) The following provisions shall apply if (i) the Depositary notifies the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as depositary with respect to the Depositary Interests and a successor depositary is not appointed in accordance with the terms of this Indenture by the Depositary at the request of the Issuer within 90 days of such notice, (ii) the Issuer or the Depositary advises the Trustee in writing that the Depositary is no longer willing or able to properly discharge its responsibilities as depositary and the Issuer is unable to appoint a successor depositary acceptable to the Trustee within 90 days of such notice or (iii) after the occurrence of an Event of Default with respect to any proposed transfer subclass of Notes, owners of Beneficial Interests of such subclass representing an interest aggregate of not less than 51% of the aggregate Outstanding Principal Balance of Notes of such subclass advise the Issuer, the Trustee, and the Depositary through the Participants in a Restricted Global Security: If (i) writing that the owner continuation of a beneficial interest in a Restricted Global Security wishes to transfer such interest book-entry system through the Depositary (or portion thereofa successor thereto) to a Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person wishes to hold its interest is no longer in the Security through a beneficial interest in best interests of such owners. Upon surrender to the Regulation S Trustee of the Global SecurityNotes of any subclass, (x) upon receipt accompanied by the Depositary and Security Registrar of: (i) registration instructions from the Holder of the Restricted such Global Note directing as provided in this Indenture, the Issuer shall issue and the Trustee shall authenticate and deliver the Definitive Notes of such subclass to the owners thereof. None of the Issuer, the Paying Agent or the Trustee shall be liable for any delay in delivery of such registration instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions as provided in accordance with the terms of this Indenture. Upon the issuance of Definitive Notes of any subclass, the Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Holders of such subclass hereunder. Neither the Issuer nor the Trustee shall be liable if the Trustee or the Issuer is unable to appoint a successor Depositary. The transfer and exchange of Beneficial Interests shall be effected through the Depositary, in accordance with this Indenture and the Applicable Procedures of the Depositary therefor. Beneficial Interests corresponding to Global Notes shall be subject to restrictions on transfer comparable to those set forth in Section 2.12 and Security Registrar elsewhere herein. The Trustee shall have no obligation to credit or cause ascertain the Depositary’s compliance with any such restrictions on transfer. Any Beneficial Interest corresponding to be credited a beneficial interest in the Regulation S Global Security equal to the principal amount one of the beneficial interest in the Restricted Global Security Notes of any subclass that is transferred to be transferred, and (ii) a Restricted Securities Certificate Person who will hold such Beneficial Interest in the form of Annex B from the transferor, and (y) subject to the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Regulation S Global Security and decrease the Restricted Global Security by such amount in accordance with the foregoing. (b) If the owner of an interest in the other Global Note of such subclass will, upon transfer, cease to be an interest in such first Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Beneficial Interests in such other Global Note for as long as it remains such an interest. Global Notes may also be exchanged or replaced, in whole or in part, as provided in Section 2.08. Every Note authenticated and delivered in exchange for, or in lieu of, a Regulation S Global Security wishes to transfer such interest (Note or any portion thereof) to a "qualified institutional buyer" as defined by and thereof pursuant to Rule 144A prior to the expiration of the Restricted Period therefor, (x) upon receipt by the Depositary Section 2.08 shall be authenticated and Security Registrar of: (i) instructions from the Holder of the Regulation S Global Security directing the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Security to be transferred, and (ii) a Restricted Securities Certificate delivered in the form of Annex B duly executed by the transferorof, and (yshall be, a Global Note in registered form. A Global Note may not be exchanged for another Note other than as provided in Sections 2.07(a) in accordance with the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Restricted Global Security and decrease the Regulation S Global Security by such amount in accordance with the foregoing2.08.

Certain Transfers and Exchanges. Subject to Section 3.01, transfers and exchanges of Securities and beneficial interests in a Global Security of the kinds specified in this Section 3.14 shall be made only in accordance with this Section 3.14. (a) The following provisions shall apply If, at any time, whether prior to or after the expiration of the holding period with respect to any proposed transfer of the Securities set forth in Rule 144(d) under the Securities Act, an interest in a Restricted Global Security: If (i) the owner of a beneficial interest in a Restricted Global Security deposited with the Trustee, as custodian for the Depositary, wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person wishes to hold its interest in such Restricted Global Security to a Person who is required or permitted to take delivery thereof in the Security through a beneficial form of an interest in the a Regulation S Global Security, (x) upon such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Regulation S Global Security as provided in this Section 3.14(a). Upon receipt by the Depositary and Security Registrar of: Trustee of (i1) written instructions given in accordance with the Applicable Procedures from the Holder of the Restricted Global Note an Agent Member directing the Depositary and Security Registrar Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Security in an amount equal to the beneficial interest in the applicable Restricted Global Security to be exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and the Euroclear or Clearstream account (if applicable) to be credited with such increase and (3) a certificate substantially in the form of Exhibit B-1 hereto given by the owner of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of the applicable Restricted Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Regulation S Global Security by the principal amount of the beneficial interest in the Restricted Global Security to be transferredexchanged, and (ii) a Restricted Securities Certificate in the form of Annex B from the transferor, and (y) subject to credit or cause to be credited to the rules and procedures account of the Depositary, the Depositary and Security Registrar shall increase Person specified in such instructions a beneficial interest in the Regulation S Global Security equal to the reduction in the aggregate principal amount of the applicable Restricted Global Security, and decrease to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Restricted Global Security by such amount in accordance with the foregoingthat is being exchanged or transferred. (b) If If, at any time prior to the expiration of one year from the date of the acquisition of the Securities from the Issuer, or from an Affiliate of the Issuer, an owner of an a beneficial interest in a Regulation S Global Security deposited with the Trustee as custodian for the Depositary wishes to transfer its interest in such interest (or any portion thereof) to a "qualified institutional buyer" as defined by and pursuant to Rule 144A prior to the expiration of the Restricted Period therefor, (x) upon receipt by the Depositary and Security Registrar of: (i) instructions from the Holder of the Regulation S Global Security to a Person who is required or permitted to take delivery thereof in the form of an interest in a Restricted Global Security, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Security, as provided in this Section 3.14(b). Upon receipt by the Trustee of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Depositary and Trustee, as Security Registrar Registrar, to credit or cause to be credited a beneficial interest in the Restricted Global Note Security equal to the beneficial interest in the Regulation S Global Security to be exchanged; (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary to be credited with such increase; and (3) a certificate substantially in the form of Exhibit B-2 hereto given by the owner of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of such Regulation S Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Restricted Global Security by the principal amount of the beneficial interest in the Regulation S Global Security to be transferred, and (ii) a Restricted Securities Certificate in the form of Annex B duly executed by the transferorexchanged, and (y) in accordance with the rules and procedures of Trustee, as Security Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the Depositary and Security Registrar shall increase account of the Person specified in such instructions a beneficial interest in the applicable Restricted Global Security equal to the reduction in the aggregate principal amount of such Regulations S Global Security and decrease to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Regulation S Global Security that is being transferred. (c) If the holder of a beneficial interest in a Regulation S Global Security wishes, at any time after the expiration of one year from the date of the acquisition of the Securities from the Issuer, or from an Affiliate of the Issuer, to (A) transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security or (B) to exchange such interest for a beneficial interest in the Restricted Global Security, such transfer or exchange may be effected, subject to the Applicable Procedures, only in accordance with this Section 3.14(c). Upon receipt by such amount the Trustee of (1) written instructions given in accordance with the foregoingApplicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Restricted Global Security in an amount equal to the beneficial interest in the Regulation S Global Security to be so transferred or exchanged, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary to be credited with such beneficial interest and (3) a certificate substantially in the form of Exhibit B-3 hereto given by the holder of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of such Regulation S Global Security and to increase or cause to be increased the aggregate principal amount of the applicable Restricted Global Security by the principal amount of the beneficial interest in the Regulation S Global Security to be so transferred or exchanged, and the Trustee, as Security Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the applicable Restricted Global Security equal to the reduction in the aggregate principal amount of such Regulations S Global Security and to debit or cause to be debited from the account of the Person making such transfer or exchange the beneficial interest in the Regulation S Global Security that is being transferred or exchanged. (d) Beneficial interests in a Restricted Global Security may be transferred to a Person who takes delivery in the form of an interest in such Restricted Global Security without any written certification from the transferor or the transferee, but the transferee will be deemed to make the representations set forth in Exhibit B-2 or Exhibit B-3, as applicable. (e) Beneficial interests in a Regulation S Global Security may be transferred to a Person who takes delivery in the form of an interest in such Regulation S Global Security without any written certification from the transferor or the transferee; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor (as defined in Regulation S under the Securities Act)). (f) The following legends (the “Private Placement Legend”) shall appear on the face of all Global Securities and definitive Securities issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

Certain Transfers and Exchanges. (aNotwithstanding any other provision of this Trust Agreement, transfers and exchanges of Original Capital Securities of the kinds specified in this Section 5.4(b) The following provisions shall apply be made only in accordance with respect to any proposed transfer of an interest in a Restricted Global Security: If this Section 5.4(b). (i) Global Rule 144A Capital Securities Certificate to Global Regulation S Capital Securities Certificate. If an Owner of Global Rule 144A Capital Securities Certificates at any time wishes to transfer such interest to a Person who wishes to acquire the owner same in the form of a beneficial interest in Global Regulation S Capital Securities Certificates, such transfer may be effected only in accordance with the provisions of this Clause (b)(i) and Clause (b)(iv) below. Upon receipt by the Security Registrar of (A) an order given by the Clearing Agency or its authorized representative directing that Global Regulation S Capital Securities Certificates in a Restricted specified amount be credited to a specified Clearing Agency Participant's account and that Global Rule 144A Capital Securities Certificates in an equal amount be debited from another specified Clearing Agency Participant's account and (B) a Regulation S Certificate, satisfactory to the Security Registrar, and duly executed by the Owner of such Global Rule 144A Capital Securities Certificates or his attorney duly authorized in writing, then the Security Registrar shall reduce the amount of the Global Rule 144A Capital Securities Certificates and increase the amount of the Global Regulation S Capital Securities Certificates, subject to Clause (b)(iv) below. (ii) Global Regulation S Capital Securities to Global Rule 144A Capital Securities. If an Owner of Global Regulation S Capital Securities Certificates wishes at any time to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person who wishes to hold its interest acquire the same in the Security through form of a beneficial interest in the Regulation S Global SecurityRule 144A Capital Securities Certificates, such transfer may be effected only in accordance with this Clause (x) upon b)(ii). Upon receipt by the Depositary and Security Registrar of: of (iA) instructions an order given by the Clearing Agency or its authorized representative directing that Global Rule 144A Capital Securities Certificates in a specified amount be credited to a specified Clearing Agency Participant's account and that Global Regulation S Capital Securities Certificates in an equal amount be debited from the Holder of another specified Clearing Agency Participant's account and (B) if such transfer is to occur during the Restricted Period, a Restricted Securities Certificate satisfactory to the Securities Registrar and duly executed by the Owner of such Global Note directing Regulation S Capital Securities Certificates or his attorney duly authorized in writing, then the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in shall reduce the Regulation S Global Security equal to the principal amount of the beneficial interest Global Regulation S Capital Securities Certificates by such specified amount and increase the amount of the Global Rule 144A Capital Securities Certificates. (iii) Non-Global Capital Securities Certificates to Non-Global Capital Securities Certificates. Original Capital Securities Certificates other than Global Capital Securities Certificates may be transferred, in whole or in part, to a Person who takes delivery in the Restricted form of another Capital Security that is not a Global Capital Securities Certificate, provided, that if the Capital Security to be transferredtransferred is a Rule 144A Capital Security, and or is a Regulation S Capital Security and the transfer is to occur during the Restricted Period, then the Security Registrar shall have received (iiA) a Restricted Securities Certificate satisfactory to the Security Registrar and duly executed by the transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder shall take delivery in the form of Annex B from the transferora Rule 144A Capital Security, and or (yB) subject to the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Regulation S Global Security and decrease the Restricted Global Security by such amount in accordance with the foregoing. (b) If the owner of an interest in a Regulation S Global Security wishes to transfer such interest (or any portion thereof) to a "qualified institutional buyer" as defined by and pursuant to Rule 144A prior Certificate satisfactory to the expiration of the Restricted Period therefor, (x) upon receipt Security Registrar and duly executed by the Depositary and Security Registrar of: (i) instructions from transferor Holder or his attorney duly authorized in writing, in which case the transferee Holder of the Regulation S Global Security directing the Depositary and Security Registrar to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Security to be transferred, and (ii) a Restricted Securities Certificate shall take delivery in the form of Annex B duly executed by the transferor, and (y) in accordance with the rules and procedures of the Depositary, the Depositary and Security Registrar shall increase the Restricted Global Security and decrease the a Regulation S Global Security by such amount in accordance with the foregoingCapital Security.