Common use of Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers; Depositary Clause in Contracts

Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers; Depositary. If distributed to holders of Capital Securities pursuant to Section 9.4 of the Trust Agreement, the Junior Subordinated Debentures will be issued to such holders in the same form as the Capital Securities that such Junior Subordinated Debentures replace in accordance with the following procedures: (a) So long as Junior Subordinated Debentures are eligible for book- entry settlement with the Depositary, or unless required by law, all Junior Subordinated Debentures that are so eligible will be represented by one or more Junior Subordinated Debentures in global form (a "Global Debenture") registered in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 2.04(i) below, beneficial owners of a Global Debenture shall not be entitled to have Definitive Debenture Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Debenture Certificates and will not be registered holders of such Global Debentures; provided, however, that a Definitive Debenture Certificate shall be issued upon any transfer of a beneficial interest in a Global Private Debenture to the Company or an Affiliate of the Company and no Definitive Debenture Certificate, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be resold, retransferred or included in any Private Global Security until such Private Debenture is freely tradeable in accordance with Rule 144(k) or exchanged for an Exchange Debenture. (b) The transfer and exchange of beneficial interests in Global Debentures shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Debentures. (c) Private Debentures that are distributed in replacement of Private Capital Securities represented by a 144A Global Security will be represented by a global Private Debenture (a "144A Global Debenture"). Transfers of beneficial interests in a 144A Global Debenture will be subject to the restrictions on transfer xxxxxxxxx xx xxx Xxxvate Placement Legend. (d) Private Debentures that are distributed in replacement of Private Capital Securities represented by a Regulation S Global Security will be represented by a global Private Debenture (a "Regulation S Global Debenture", and together with the 144A Global Debenture, the "Global Private Debenture"). Prior to the xxxxxxxxxx xx xxx Xxxtribution Compliance Period, beneficial interests in a Regulation S Global Debenture may only be held by the Depositary's participants in the name of a nominee of Euroclear or Clearstream. After the expiration of the Distribution Compliance Period, transfers of beneficial interests in a Regulation S Global Debenture will not be subject to any restrictions and beneficial interests in the Regulation S Global Debenture may be held by the Depositary's participants other than in the name of a nominee of Euroclear and Clearstream. (e) Private Debentures that are distributed in replacement of Definitive Capital Securities Certificates will be represented by Definitive Debenture Certificates and transfers will be subject to the Private Placement Legend and the requirements of Section 2.04(g)(1) or (g)(2). (f) Exchange Debentures that are distributed in replacement of Exchange Capital Securities will be represented by a Global Debenture or in such other form as the Trustee may direct. (g) Unless and until the earlier of (i) the date upon which Private Debentures are exchanged for Exchange Debentures in connection with an effective registration statement pursuant to the Exchange and Registration Rights Agreement or (ii) the Transfer Restriction Termination Date:

Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers; Depositary. [If distributed to holders of Capital Securities pursuant to Section 9.4 8.2 of the Trust Agreement, the Junior Subordinated Debentures will be issued to such holders in the same form as the Capital Securities that such Junior Subordinated Debentures replace in accordance with the following procedures::] (a) So long as Junior Subordinated Debentures are eligible for book- entry settlement with the Depositary, or unless required by law, all Junior Subordinated Debentures that are so eligible will be represented by one or more Junior Subordinated Debentures in global form (a "Global Debenture") registered in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 2.04(i2.4(c) below, beneficial owners of a Global Debenture shall not be entitled to have Definitive Debenture Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Debenture Certificates and will not be registered holders of such Global Debentures; provided, however, that a Definitive Debenture Certificate shall be issued upon any transfer of a beneficial interest in a Global Private Debenture to the Company or an Affiliate of the Company and no Definitive Debenture Certificate, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be resold, retransferred or included in any Private Global Security until such Private Debenture is freely tradeable in accordance with Rule 144(k) or exchanged for an Exchange Debenture. (b) The transfer and exchange of beneficial interests in Global Debentures shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Debentures. (c) Private Debentures that are distributed Notwithstanding any other provisions of the Indenture (other than the provisions set forth in replacement of Private Capital Securities represented by this Section 2.4(c)), a 144A Global Security will be represented by a global Private Debenture (a "144A Global Debenture"). Transfers of beneficial interests in a 144A Global Debenture will be subject to the restrictions on transfer xxxxxxxxx xx xxx Xxxvate Placement Legend. (d) Private Debentures that are distributed in replacement of Private Capital Securities represented by a Regulation S Global Security will be represented by a global Private Debenture (a "Regulation S Global Debenture", and together with the 144A Global Debenture, the "Global Private Debenture"). Prior to the xxxxxxxxxx xx xxx Xxxtribution Compliance Period, beneficial interests in a Regulation S Global Debenture may only not be held by the Depositary's participants exchanged in whole or in part for Junior Subordinated Debentures registered, and no transfer of a Global Debenture may be registered, in the name of any person other than the Depositary or a nominee of Euroclear thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or Clearstream. After the expiration of the Distribution Compliance Period, transfers of beneficial interests in a Regulation S unable to continue as Depositary for such Global Debenture will not or (B) has ceased to be subject a clearing agency registered as such under the Exchange Act and no successor Depositary has been appointed by the Company within 90 days after its receipt of such notice or its becoming aware of such ineligibility, (ii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Indenture, with respect to any restrictions and beneficial interests such Debenture, or (iii) the Company, in its sole discretion, instructs the Regulation S Trustee to exchange such Global Debenture may for a Junior Subordinated Debenture that is not a Global Debenture (in which case such exchange shall be held effected by the Depositary's participants other than Trustee). The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Debentures. Initially, any Global Debentures shall be registered in the name of a Cede & Co., as the nominee of Euroclear the Depositary, and Clearstream. (e) Private Debentures that are distributed in replacement of Definitive Capital Securities Certificates will be represented by Definitive Debenture Certificates and transfers will be subject to the Private Placement Legend and the requirements of Section 2.04(g)(1) or (g)(2). (f) Exchange Debentures that are distributed in replacement of Exchange Capital Securities will be represented by a Global Debenture or in such other form as deposited with the Trustee may direct. (g) Unless and until the earlier of (i) the date upon which Private Debentures are exchanged as custodian for Exchange Debentures in connection with an effective registration statement pursuant to the Exchange and Registration Rights Agreement or (ii) the Transfer Restriction Termination Date:Cede & Co.

Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers; Depositary. If distributed to holders of Capital Securities pursuant to Section 9.4 of the Trust Agreement, the Junior Subordinated Debentures will be issued to such holders in the same form as the Capital Securities that such Junior Subordinated Debentures replace in accordance with the following procedures: (a) So long as Junior Subordinated Debentures are eligible for book- entry settlement with the Depositary, or unless required by law, all Junior Subordinated Debentures that are so eligible will be represented by one or more Junior Subordinated Debentures in global form (a "Global Debenture") registered ---------------- in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 2.04(i) below, beneficial owners of a Global Debenture shall not be entitled to have Definitive Debenture Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Debenture Certificates and will not be registered holders of such Global Debentures; provided, however, that a Definitive Debenture Certificate shall be issued upon any transfer of a beneficial interest in a Global Private Debenture to the Company or an Affiliate of the Company and no Definitive Debenture Certificate, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be resold, retransferred or included in any Private Global Security until such Private Debenture is freely tradeable in accordance with Rule 144(k) or exchanged for an Exchange Debenture. (b) The transfer and exchange of beneficial interests in Global Debentures shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Debentures. (c) Private Debentures that are distributed in replacement of Private Capital Securities represented by a 144A Global Security will be represented by a global Private Debenture (a "144A Global Debenture"). Transfers of beneficial --------------------- interests in a 144A Global Debenture 000X Xxxxxx Xxxxxxxxx will be subject to the restrictions on transfer xxxxxxxxx xx xxx Xxxvate contained in the Private Placement Legend and the Minimum Transfer Legend. (d) Private Debentures that are distributed in replacement of Private Capital Securities represented by a Regulation S Global Security will be represented by a global Private Debenture (a "Regulation S Global Debenture", ----------------------------- and together with the 144A Global Debenture000X Xxxxxx Xxxxxxxxx, the "Global Private Debenture"). Prior to the xxxxxxxxxx xx xxx Xxxtribution Compliance expiration of the Restricted Period, beneficial ------------------------ interests in a Regulation S Global Debenture may only be held by the Depositary's participants in the name of a nominee of Euroclear or Clearstreamand Cedel. After the expiration of the Distribution Compliance Restricted Period, transfers of beneficial interests in a Regulation S Global Debenture will not be subject to any restrictions and other than the restrictions contained in the Minimum Transfer Legend. After the expiration of the Restricted Period, beneficial interests in the Regulation S Global Debenture may be held by the Depositary's participants other than in the name of a nominee of Euroclear and ClearstreamCedel. (e) Private Debentures that are distributed in replacement of Definitive Capital Securities Certificates will be represented by Definitive Debenture Certificates and transfers will be subject to the Private Placement Legend, the Minimum Transfer Legend and the requirements of Section 2.04(g)(1) or (g)(2). (f) Exchange Debentures that are distributed in replacement of Exchange Capital Securities will be represented by a Global Debenture or in such other form as the Trustee may directdirect and will bear the Minimum Transfer Legend. (g) Unless and until the earlier of (i) the date upon which Private Debentures are exchanged for Exchange Debentures in connection with an effective registration statement pursuant to the Exchange and Registration Rights Agreement or (ii) the Transfer Restriction Termination Date:

Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers; Depositary. If distributed to holders of Capital Trust Preferred Securities pursuant to Section 9.4 8.2 of the Trust Agreement, the Junior Subordinated Debentures will be issued to such holders in the same form as the Capital Trust Preferred Securities that such Junior Subordinated Debentures replace in accordance with the following procedures: (a) So long as Junior Subordinated Debentures are eligible for book- entry settlement with the Depositary, or unless required by law, all Junior Subordinated Debentures that are so eligible will be represented by one or more Junior Subordinated Debentures in global form (a "Global Debenture") registered in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 2.04(i2.4(d) below, beneficial owners of a Global Debenture shall not be entitled to have Definitive Debenture Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Debenture Certificates and will not be registered holders of such Global Debentures; provided, however, that a Definitive Debenture Certificate shall be issued upon any transfer of a beneficial interest in a Global Private Debenture to the Company or an Affiliate of the Company and no Definitive Debenture Certificate, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be resold, retransferred or included in any Private Global Security until such Private Debenture is freely tradeable in accordance with Rule 144(k) or exchanged for an Exchange Debenture. (b) The transfer and exchange of beneficial interests in Global Debentures shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Debentures. (c) Private If the Junior Subordinated Debentures that are distributed in replacement to holders of Private Capital the Trust Preferred Securities represented by a 144A Global Security will be represented by a global Private Debenture (a "144A Global Debenture"). Transfers of beneficial interests in a 144A Global Debenture will be subject pursuant to the restrictions terms of the Trust Agreement, the Company will use its reasonable best efforts to list the Junior Subordinated Debentures on transfer xxxxxxxxx xx xxx Xxxvate Placement Legendthe New York Stock Exchange or such other exchange or other organization, if any, on which the Trust Preferred Securities are then listed. (d) Private Debentures that are distributed Notwithstanding any other provisions of the Indenture (other than the provisions set forth in replacement of Private Capital Securities represented by this Section 2.4(d)), a Regulation S Global Security will be represented by a global Private Debenture (a "Regulation S Global Debenture", and together with the 144A Global Debenture, the "Global Private Debenture"). Prior to the xxxxxxxxxx xx xxx Xxxtribution Compliance Period, beneficial interests in a Regulation S Global Debenture may only not be held by the Depositary's participants exchanged in whole or in part for Junior Subordinated Debentures registered, and no transfer of a Global Debenture may be registered, in the name of any person other than the Depositary or a nominee of Euroclear thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or Clearstream. After the expiration of the Distribution Compliance Period, transfers of beneficial interests in a Regulation S unable to continue as Depositary for such Global Debenture will not or (B) has ceased to be subject a clearing agency registered as such under the Exchange Act and no successor Depositary has been appointed by the Company within 90 days after its receipt of such notice or its becoming aware of such ineligibility, (ii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Indenture, with respect to any restrictions and beneficial interests such Debenture, or (iii) the Company, in its sole discretion, instructs the Regulation S Trustee to exchange such Global Debenture may for a Junior Subordinated Debenture that is not a Global Debenture (in which case such exchange shall be held effected by the Depositary's participants other than Trustee). The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Debentures. Initially, any Global Debentures shall be registered in the name of a Cede & Co., as the nominee of Euroclear the Depositary, and Clearstream. (e) Private Debentures that are distributed in replacement of Definitive Capital Securities Certificates will be represented by Definitive Debenture Certificates and transfers will be subject to the Private Placement Legend and the requirements of Section 2.04(g)(1) or (g)(2). (f) Exchange Debentures that are distributed in replacement of Exchange Capital Securities will be represented by a Global Debenture or in such other form as deposited with the Trustee may direct. (g) Unless and until the earlier of (i) the date upon which Private Debentures are exchanged as custodian for Exchange Debentures in connection with an effective registration statement pursuant to the Exchange and Registration Rights Agreement or (ii) the Transfer Restriction Termination Date:Cede & Co.

Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers; Depositary. If distributed to holders of Capital Securities pursuant to Section 9.4 8.2 of the Trust Agreement, the Junior Subordinated Debentures will be issued to such holders in the same form as the Capital Securities that such Junior Subordinated Debentures replace in accordance with the following procedures: (a) So long as Junior Subordinated Debentures are eligible for book- entry settlement with the Depositary, or unless required by law, all Junior Subordinated Debentures that are so eligible will be represented by one or more Junior Subordinated Debentures in global form (a "Global Debenture") registered in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 2.04(i2.4(c) below, beneficial owners of a Global Debenture shall not be entitled to have Definitive Debenture Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Debenture Certificates and will not be registered holders of such Global Debentures; provided, however, that a Definitive Debenture Certificate shall be issued upon any transfer of a beneficial interest in a Global Private Debenture to the Company or an Affiliate of the Company and no Definitive Debenture Certificate, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be resold, retransferred or included in any Private Global Security until such Private Debenture is freely tradeable in accordance with Rule 144(k) or exchanged for an Exchange Debenture. (b) The transfer and exchange of beneficial interests in Global Debentures shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Debentures. (c) Private Debentures that are distributed Notwithstanding any other provisions of the Indenture (other than the provisions set forth in replacement of Private Capital Securities represented by this Section 2.4(c)), a 144A Global Security will be represented by a global Private Debenture (a "144A Global Debenture"). Transfers of beneficial interests in a 144A Global Debenture will be subject to the restrictions on transfer xxxxxxxxx xx xxx Xxxvate Placement Legend. (d) Private Debentures that are distributed in replacement of Private Capital Securities represented by a Regulation S Global Security will be represented by a global Private Debenture (a "Regulation S Global Debenture", and together with the 144A Global Debenture, the "Global Private Debenture"). Prior to the xxxxxxxxxx xx xxx Xxxtribution Compliance Period, beneficial interests in a Regulation S Global Debenture may only not be held by the Depositary's participants exchanged in whole or in part for Junior Subordinated Debentures registered, and no transfer of a Global Debenture may be registered, in the name of any person other than the Depositary or a nominee of Euroclear thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or Clearstream. After the expiration of the Distribution Compliance Period, transfers of beneficial interests in a Regulation S unable to continue as Depositary for such Global Debenture will not or (B) has ceased to be subject a clearing agency registered as such under the Exchange Act and no successor Depositary has been appointed by the Company within 90 days after its receipt of such notice or its becoming aware of such ineligibility, (ii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Indenture, with respect to any restrictions and beneficial interests such Debenture, or (iii) the Company, in its sole discretion, instructs the Regulation S Trustee to exchange such Global Debenture may for a Junior Subordinated Debenture that is not a Global Debenture (in which case such exchange shall be held effected by the Depositary's participants other than Trustee). The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Debentures. Initially, any Global Debentures shall be registered in the name of a Cede & Co., as the nominee of Euroclear the Depositary, and Clearstream. (e) Private Debentures that are distributed in replacement of Definitive Capital Securities Certificates will be represented by Definitive Debenture Certificates and transfers will be subject to the Private Placement Legend and the requirements of Section 2.04(g)(1) or (g)(2). (f) Exchange Debentures that are distributed in replacement of Exchange Capital Securities will be represented by a Global Debenture or in such other form as deposited with the Trustee may direct. (g) Unless and until the earlier of (i) the date upon which Private Debentures are exchanged as custodian for Exchange Debentures in connection with an effective registration statement pursuant to the Exchange and Registration Rights Agreement or (ii) the Transfer Restriction Termination Date:Cede & Co.

Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers; Depositary. If distributed to holders of Capital Securities pursuant to Section 9.4 of the Trust Agreement, the Junior Subordinated Debentures will be issued to such holders in the same form as the Capital Securities that such Junior Subordinated Debentures replace in accordance with the following procedures: (a) So long as Junior Subordinated Debentures are eligible for book- entry settlement with the Depositary, or unless required by law, all Junior Subordinated Debentures that are so eligible will be represented by one or more Junior Subordinated Debentures in global form (a "Global Debenture") registered in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 2.04(i2.4(i) below, beneficial owners of a Global Debenture shall not be entitled to have Definitive Debenture Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Debenture Certificates and will not be registered holders of such Global Debentures; provided, however, that a Definitive Debenture Certificate shall be issued upon any transfer of a beneficial interest in a Global Private Debenture to the Company or an Affiliate of the Company and no Definitive Debenture Certificate, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be resold, retransferred or included in any Private Global Security until such Private Debenture is freely tradeable in accordance with Rule 144(k) or exchanged for an Exchange Debenture. (b) The transfer and exchange of beneficial interests in Global Debentures shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Debentures. (c) Private Debentures that are distributed in replacement of Private Capital Securities represented by a 144A Global Security will be represented by a global Private Debenture (a "144A Global Debenture"). Transfers of beneficial interests in a 144A Global Debenture 000X Xxxxxx Xxxxxxxxx will be subject to the comparable restrictions on transfer xxxxxxxxx xx xxx Xxxvate as those contained in the Private Placement Legend and the Minimum Transfer Legend. (d) Private Debentures that are distributed in replacement of Private Capital Securities represented by a Regulation S Global Security will be represented by a global Private Debenture (a "Regulation S Global Debenture", and together with the 144A Global Debenture000X Xxxxxx Xxxxxxxxx, the "Global Private Debenture"). Prior to the xxxxxxxxxx xx xxx Xxxtribution Compliance expiration of the Restricted Period, beneficial interests in a Regulation S Global Debenture may only be held by the Depositary's participants in the name of a nominee of Euroclear or Clearstreamand CEDEL. After the expiration of the Distribution Compliance Restricted Period, transfers of beneficial interests in a Regulation S Global Debenture will not be subject to any restrictions and other than the restrictions contained in the Minimum Transfer Legend. After the expiration of the Restricted Period, beneficial interests in the Regulation S Global Debenture may be held by the Depositary's participants other than in the name of a nominee of Euroclear and ClearstreamCEDEL. (e) Private Debentures that are distributed in replacement of Definitive Capital Securities Certificates will be represented by Definitive Debenture Certificates and transfers will be subject to the Private Placement Legend, the Minimum Transfer Legend and the requirements of Section 2.04(g)(1Sections 2.4(g)(i) or (g)(2g)(ii). The Private Placement legend shall be removed after the expiration of (i) with respect to the Debentures initially resold in reliance on Regulation S, the Restricted Period or (ii) with respect to the Debentures initially resold to Institutional Accredited Investors or Qualified Institutional Buyers, the holding period applicable to sales of the Debentures under Rule 144(k) under the Securities Act or, in any case, such earlier time as a transfer of such Debentures is made pursuant to an effective registration statement under the Securities Act. (f) Exchange Debentures that are distributed in replacement of Exchange Capital Securities will be represented by a Global Debenture or in such other form as the Trustee may directdirect and will bear the Minimum Transfer Legend. (g) Unless and until the earlier of (i) the date upon which Private Debentures are exchanged for Exchange Debentures in connection with an effective registration statement pursuant to the Exchange and Registration Rights Agreement or (ii) the Transfer Restriction Termination Date:

Exchange and Registration of Transfer of Junior Subordinated Debentures; Restrictions on Transfers; Depositary. If distributed to holders of Capital Trust Preferred Securities pursuant to Section 9.4 8.2 of the Trust Agreement, the Junior Subordinated Debentures will be issued to such holders in the same form as the Capital Trust Preferred Securities that such Junior Subordinated Debentures replace in accordance with the following procedures: (a) So long as Junior Subordinated Debentures are eligible for book- entry settlement with the Depositary, or unless required by law, all Junior Subordinated Debentures that are so eligible will be represented by one or more Junior Subordinated Debentures in global form (a "Global Debenture") registered in the name of the Depositary or the nominee of the Depositary. Except as provided in Section 2.04(i2.4(d) below, beneficial owners of a Global Debenture shall not be entitled to have Definitive Debenture Certificates registered in their names, will not receive or be entitled to receive physical delivery of Definitive Debenture Certificates and will not be registered holders of such Global Debentures; provided, however, that a Definitive Debenture Certificate shall be issued upon any transfer of a beneficial interest in a Global Private Debenture to the Company or an Affiliate of the Company and no Definitive Debenture Certificate, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be resold, retransferred or included in any Private Global Security until such Private Debenture is freely tradeable in accordance with Rule 144(k) or exchanged for an Exchange Debenture. (b) The transfer and exchange of beneficial interests in Global Debentures shall be effected through the Depositary in accordance with the Indenture and the procedures and standing instructions of the Depositary and the Trustee shall make appropriate endorsements to reflect increases or decreases in principal amounts of such Global Debentures. (c) Private If the Junior Subordinated Debentures that are distributed in replacement to holders of Private Capital the Trust Preferred Securities represented by a 144A Global Security will be represented by a global Private Debenture (a "144A Global Debenture"). Transfers of beneficial interests in a 144A Global Debenture will be subject pursuant to the restrictions terms of the Trust Agreement, the Company will use its reasonable best efforts to list the Junior Subordinated Debentures on transfer xxxxxxxxx xx xxx Xxxvate Placement Legendthe New York Stock Exchange or such other stock exchange or other organization, if any, on which the Trust Securities are then listed. (d) Private Debentures that are distributed Notwithstanding any other provisions of the Indenture (other than the provisions set forth in replacement of Private Capital Securities represented by this Section 2.4(d)), a Regulation S Global Security will be represented by a global Private Debenture (a "Regulation S Global Debenture", and together with the 144A Global Debenture, the "Global Private Debenture"). Prior to the xxxxxxxxxx xx xxx Xxxtribution Compliance Period, beneficial interests in a Regulation S Global Debenture may only not be held by the Depositary's participants exchanged in whole or in part for Junior Subordinated Debentures registered, and no transfer of a Global Debenture may be registered, in the name of any person other than the Depositary or a nominee of Euroclear thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or Clearstream. After the expiration of the Distribution Compliance Period, transfers of beneficial interests in a Regulation S unable to continue as Depositary for such Global Debenture will not or (B) has ceased to be subject a clearing agency registered as such under the Exchange Act and no successor Depositary has been appointed by the Company within 90 days after its receipt of such notice or its becoming aware of such ineligibility, (ii) there shall have occurred and be continuing an Event of Default, or any event which after notice or lapse of time or both would be an Event of Default under the Indenture, with respect to any restrictions and beneficial interests such Debenture, or (iii) the Company, in its sole discretion, instructs the Regulation S Trustee to exchange such Global Debenture may for a Junior Subordinated Debenture that is not a Global Debenture (in which case such exchange shall be held effected by the Depositary's participants other than Trustee). The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Debentures. Initially, any Global Debentures shall be registered in the name of a Cede & Co., as the nominee of Euroclear the Depositary, and Clearstream. (e) Private Debentures that are distributed in replacement of Definitive Capital Securities Certificates will be represented by Definitive Debenture Certificates and transfers will be subject to the Private Placement Legend and the requirements of Section 2.04(g)(1) or (g)(2). (f) Exchange Debentures that are distributed in replacement of Exchange Capital Securities will be represented by a Global Debenture or in such other form as deposited with the Trustee may direct. (g) Unless and until the earlier of (i) the date upon which Private Debentures are exchanged as custodian for Exchange Debentures in connection with an effective registration statement pursuant to the Exchange and Registration Rights Agreement or (ii) the Transfer Restriction Termination Date:Cede & Co.