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. (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.

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. (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. (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.