Common use of Restricted Securities Legend Clause in Contracts

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the Company's Depositor’s judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities ActAct and is permissible under Commission Rule 144(k), and the Property Trustee, at the written direction of the Company Administrator of the Issuer Trust in the form of an Officers' ’ Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend legend, unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "“restricted security" ” within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of any Administrator of the Company Issuer Trust in the form of an Officers' ’ Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (v) Securities Junior Subordinated Debentures distributed to a holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend Legend, if the Capital Securities so held bear a similar legend, absent instructions from the Depositor that such legend can be removed consistent with the requirements of the Securities Act, and Commission Rule 144 thereunder.

Restricted Securities Legend. Except as set forth belowRule 144A Global Securities and their Successor Securities, all Regulation S Global Securities and their Successor Securities, Institutional Accredited Investors Global Securities and their Successor Securities and Physical Securities and their Successor Securities shall bear a Restricted Securities Legend, subject to the following: (i) subject to the following clauses of this Section 3.6(c307(b), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii) subject to the following clauses of this Section 3.6(c307(b), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if shall bear the Restricted Securities Legend borne by such new Security is required pursuant to Section 3.6(b)(ii) or other Security; (iii) Securities received pursuant to be issued in the form Exchange Offer, and all other Securities sold or otherwise disposed of a Restricted Securitypursuant to an effective registration statement under the Securities Act, together with their respective Successor Securities, shall not bear a Restricted Securities Legend; (iiiiv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Certificate substantially in the form of Exhibit D hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three; and (v) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's ’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendThree.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Preferred Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Preferred Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Security Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Preferred Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Preferred Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (ia) subject Subject to the following clauses of this Section 3.6(c)2.6, a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof Restricted Notes and their respective Successor Securities shall bear the legends required by Section 2.2 hereof (the "Restricted Securities Legend while represented thereby;Legend"). Registered Notes shall not bear the legend required for Restricted Securities. The Security Registrar shall distinguish between Restricted Notes and Registered Notes in the Security Register. (iib) At any time after a Restricted Note may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the following clauses of this Section 3.6(c)Securities Act, a new Security Note which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security such Note or any portion thereof that bears if there is delivered to the Company such a legend ifsatisfactory evidence, which may include an opinion of independent counsel licensed to practice law in the Company's judgmentState of New York, placing such a legend upon such new Security is not necessary as the Company may require in its sole discretion, or the Company otherwise determines in its sole discretion that neither the Restricted Securities Legend nor the restrictions on transfer set forth therein are required to ensure compliance with that transfers of such Note will not violate the registration requirements of the Securities Act, and the . The Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver in exchange for such a new Security Note another Note or Notes having an equal aggregate principal amount that does not bear the Restricted Securities Legend as provided in this Article III;the Indenture. (ivc) notwithstanding Notwithstanding the foregoing provisions of this Section 3.6(c)2.6, a Successor Security of a Security Note that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver a new the Successor Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.Indenture. ARTICLE THREE COVENANTS

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, shall bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the CompanyCorporation's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company Corporation in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company Corporation has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company Corporation in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the CompanyDepositor's judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the written direction of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (v) Trust Securities distributed to a holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth belowbelow and in Section 5.5(a)(ii)(B), all Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and which is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the CompanyDepositor's judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the written direction of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security Certificate of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend unless the Company Depositor has reasonable cause to believe that such Successor Capital Security Certificate is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security Certificate as provided in this Article IIIV; and (v) Securities Junior Subordinate Debentures distributed to a holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the CompanyDepositor's judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities ActAct and is permissible under Commission Rule 144(k), and the Property Trustee, at the written direction of the Company Administrator of the Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend legend, unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of any Administrator of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (v) Securities Junior Subordinated Debentures distributed to a holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend Legend, if the Capital Securities so held bear a similar legend, absent instructions from the Depositor that such legend can be removed consistent with the requirements of the Securities Act, and Commission Rule 144 thereunder.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Security Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all ---------------------------- Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the CompanyDepositor's judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities ActAct and is permissible under Commission Rule 144(k), and the Property Trustee, at the written direction of the Company Administrator of the Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend legend, unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of any Administrator of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (v) Securities Junior Subordinated Debentures distributed to a holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend Legend, if the Capital Securities so held bear a similar legend, absent instructions from the Depositor that such legend can be removed consistent with the requirements of the Securities Act, and Commission Rule 144 thereunder.

Restricted Securities Legend. Except as set forth below, all ---------------------------- Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented therebyLegend; (ii) subject to the following clauses Clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, shall bear a Restricted Securities Legend; (iii) after the date which is three years following the Original Issue Date of a Security, a new Security (other than a Global Security) which does not bear a Restricted Securities Legend shall, unless the Securities Registrar is otherwise instructed by the Company in writing, be issued in exchange for or in lieu of a Restricted Security or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, in the form of Exhibit E hereto, duly executed by the Holder of such legended Restricted Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (iv) any Securities issued pursuant to an effective registration statement under the Securities Act in exchange for Outstanding Securities and any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including a shelf registration statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement; (v) a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (ivvi) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (vvii) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer a PMI Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities Each Restricted Security that is a Physical Security shall bear a legend in substantially the following form: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS XXXXXX, INC. RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Securities Legend: (i) subject to , the following clauses Registrar shall deliver Notes that do not bear the Restricted Securities Legend. Upon the transfer, exchange or replacement of this Section 3.6(c)Notes bearing the Restricted Securities Legend, a Security or any portion thereof the Registrar shall deliver only Notes that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; unless (i) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act or (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required Note has been sold pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the an effective registration requirements of statement under the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. (1) Except as set forth below, all Securities shall bear a the Restricted Securities Legend:Legend set forth in Section 2.02. (i2) subject Subject to Section 3.06(d) and to the following clauses of this Section 3.6(c3.06(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver such a new Security as provided in this Article III;Security. (iv3) notwithstanding Notwithstanding the foregoing provisions of this Section 3.6(c3.06(c), a Successor successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; andsuccessor Security. (v4) Upon any sale or transfer of a Restricted Security (including any Restricted Security represented by a Global Security) pursuant to an effective registration statement under the Securities distributed Act or pursuant to Rule 144 under the Securities Act after such registration ceases to be effective: (A) in the case of any Restricted Security that is a holder of Capital Securities upon dissolution of an Issuer Trust definitive Security, the Security Registrar shall permit the Holder thereof to exchange such Restricted Security for a definitive Security that does not bear a the Restricted Securities Legend and shall rescind any restriction on the transfer of such Restricted Security; and (B) in the case of any Restricted Security that is represented by a Global Security, the Security Registrar shall permit the Holder of such Global Security to exchange such Global Security for another Global Security that does not bear the Restricted Securities Legend. (5) If Restricted Securities are being presented or surrendered for transfer or exchange then there shall be (if so required by the Capital Trustee), (A) if such Restricted Securities so held bear are being delivered to the Security Registrar by a similar legendHolder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or (B) if such Restricted Securities are being transferred, a certification from the transferor as to the compliance with the restrictions set forth in the Restricted Securities Legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Security Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgmentjudgement, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver such a new Security as provided in this Article III;: (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Preferred Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Preferred Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the Company's Depositor’s judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities ActAct and is permissible under Commission Rule 144(k), and the Property Trustee, at the written direction of the Company Administrator of the Issuer Trust in the form of an Officers' ’ Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend legend, unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "“restricted security" ” within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of any Administrator of the Company Issuer Trust in the form of an Officers' ’ Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (v) Securities Junior Subordinated Debentures distributed to a holder Holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend Legend, if the Capital Securities so held bear a similar legend, absent instructions from the Depositor that such legend can be removed consistent with the requirements of the Securities Act, and Commission Rule 144 thereunder.

Restricted Securities Legend. Except as set forth belowRule 144A Global Securities and their Successor Securities, all Regulation S Global Securities and their Successor Securities, Institutional Accredited Investors Global Securities and their Successor Securities and Physical Securities and their Successor Securities shall bear a Restricted Securities Legend, subject to the following: (i) subject to the following clauses of this Section 3.6(c307(b), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii) subject to the following clauses of this Section 3.6(c307(b), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if shall bear the Restricted Securities Legend borne by such new Security is required pursuant to Section 3.6(b)(ii) or other Security; (iii) Securities sold or otherwise disposed of pursuant to be issued in an effective registration statement under the form of a Restricted SecuritySecurities Act, together with their respective Successor Securities, shall not bear a Restricted Securities Legend; (iiiiv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Certificate substantially in the form of Exhibit D hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three; and (v) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's ’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendThree.

Restricted Securities Legend. Except as set forth belowbelow and in Section 3.6(a)(ii)(B), all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth belowRule 144A Global Securities and their Successor Securities, all Regulation S Global Securities and their Successor Securities and Physical Securities and their Successor Securities shall bear a Restricted Securities Legend, subject to the following: (i) subject to the following clauses of this Section 3.6(c307(b), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c307(b), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if shall bear the Restricted Securities Legend borne by such new Security is required pursuant to Section 3.6(b)(ii) or other Security; (iii) Securities received pursuant to be issued in the form Exchange Offer, and all other Securities sold or otherwise disposed of a Restricted Securitypursuant to an effective registration statement under the Securities Act, together with their respective Successor Securities, shall not bear a Restricted Securities Legend; (iiiiv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Certificate substantially in the form of Exhibit C hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three; (v) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's ’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendThree.

Restricted Securities Legend. Except as set forth below, all Preferred Securities shall bear a Restricted Preferred Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(e), a Preferred Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Preferred Security or any portion thereof shall bear the Restricted Preferred Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(e), a new Preferred Security which is not a Global Preferred Security and is issued in exchange for another Preferred Security (including a Global Preferred Security) or any portion thereof, upon transfer or otherwise, shall, if such new Preferred Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Preferred Security, bear a Restricted Preferred Securities Legend; (iii) a new Preferred Security (other than a Global Preferred Security) that does not bear a Restricted Preferred Securities Legend may be issued in exchange for or in lieu of a Restricted Preferred Security or any portion thereof that bears such a legend if, in the Company's Depositor’s judgment, placing such a legend upon such new Preferred Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the written direction of the Company Issuer Trust in the form of an Officers' ’ Certificate, shall authenticate and deliver such a new Preferred Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(e), a Successor Preferred Security of a Preferred Security that does not bear a Restricted Preferred Securities Legend shall not bear such form of legend unless the Company Depositor has reasonable cause to believe that such Successor Preferred Security is a "“restricted security" ” within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of the Company Issuer Trust in the form of an Officers' ’ Certificate, shall authenticate and deliver a new Preferred Security bearing a Restricted Preferred Securities Legend in exchange for such Successor Preferred Security as provided in this Article IIIV; and (v) Securities Junior Subordinated Debentures distributed to a holder of Capital Preferred Securities upon dissolution of an the Issuer Trust shall bear a Restricted Preferred Securities Legend if the Capital Preferred Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Security Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Officer's Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Preferred Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Preferred Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented therebyLegend; (ii) subject to the following clauses Clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, shall bear a Restricted Securities Legend; (iii) after the date which is two years following the Original Issue Date of a Security, a new Security (other than a Global Security) which does not bear a Restricted Securities Legend shall, unless the Securities Registrar is otherwise instructed by the Company in writing, be issued in exchange for or in lieu of a Restricted Security or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, in the form of Annex E hereto, duly executed by the Holder of such legended Restricted Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (iv) a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (ivv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the CompanyDepositor's judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities ActAct and is permissible under Commission Rule 144(k), and the Property Trustee, at the written direction of the Company Administrator of the Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend legend, unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of any Administrator of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (v) Securities Junior Subordinated Debentures distributed to a holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend Legend, if the Capital Securities so held bear a similar legend, absent instructions from the Depositor that such legend can be removed consistent with the requirements of the Securities Act, and Commission Rule 144 thereunder.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, shall bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the CompanyBank's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company Bank in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company Bank has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company Bank in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. (1) Except as set forth below, all Securities shall bear a the Restricted Securities Legend:Legend set forth in Section 2.02. (i2) subject Subject to Section 3.06(d) and to the following clauses of this Section 3.6(c3.06(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver such a new Security as provided in this Article III;Security. (iv3) notwithstanding Notwithstanding the foregoing provisions of this Section 3.6(c3.06(c), a Successor successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; andsuccessor Security. (v4) Upon any sale or transfer of a Restricted Security (including any Restricted Security represented by a Global Security) pursuant to an effective registration statement under the Securities distributed Act or pursuant to Rule 144 under the Securities Act after such registration ceases to be effective: (A) in the case of any Restricted Security that is a holder of Capital Securities upon dissolution of an Issuer Trust definitive Security, the Security Registrar shall permit the Holder thereof to exchange such Restricted Security for a definitive Security that does not bear a the Restricted Securities Legend and rescind any restriction on the transfer of 41 34 such Restricted Security; and (B) in the case of any Restricted Security that is represented by a Global Security, the Security Registrar shall permit the Holder of such Global Security to exchange such Global Security for another Global Security that does not bear the Restricted Securities Legend. (5) If Restricted Securities are being presented or surrendered for transfer or exchange then there shall be (if so required by the Capital Trustee), (A) if such Restricted Securities so held bear are being delivered to the Security Registrar by a similar legendHolder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or (B) if such Restricted Securities are being transferred, a certification from the transferor in as to the compliance with the restrictions set forth in the Restricted Securities Legend.

Restricted Securities Legend. Except as set forth below, all Rule 144A Global Securities and their successor securities shall bear a Restricted Securities Legend, subject to the following: (i1) subject to the following clauses of this Section 3.6(c307(a), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii2) subject to the following clauses of this Section 3.6(c307(a), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if shall bear the Restricted Securities Legend borne by such new Security is required other Security; (3) All Securities included on or sold or otherwise disposed of pursuant to Section 3.6(b)(ii) or (iii) to be issued in an effective registration statement under the form of a Restricted SecuritySecurities Act, together with their respective successor securities, shall not bear a Restricted Securities Legend (and in such event the Company shall exchange a Global Security which bears the Restricted Securities Legend, in whole or in part, for one or more Global Securities which do not have such legend); (iii4) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Transfer Certificate substantially in the form of Exhibit B hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this ARTICLE THREE; and (5) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendARTICLE THREE.

Restricted Securities Legend. (1) Except as set forth below, all Securities shall bear a the Restricted Securities Legend:Legend set forth in Section 2.02. (i2) subject Subject to the following clauses of this Section 3.6(c3.06(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III;Security. (iv3) notwithstanding Notwithstanding the foregoing provisions of this Section 3.6(c3.06(c), a Successor successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; andsuccessor Security. (v4) Upon any sale or transfer of a Restricted Security (including any Restricted Security represented by a Global Security) pursuant to an effective registration statement under the Securities distributed Act or pursuant to Rule 144 under the Securities Act after such registration ceases to be effective: (A) in the case of any Restricted Security that is a holder definitive Security, the Security Registrar at the direction of Capital Securities upon dissolution of an Issuer Trust the Company shall permit the Holder thereof to exchange such Restricted Security for a definitive Security that does not bear a the Restricted Securities Legend and rescind any restriction on the transfer of such Restricted Security; and (B) in the case of any Restricted Security that is represented by a Global Security, the Security Registrar at the direction of the Company shall permit the Holder of such Global Security to exchange such Global Security for another Global Security that does not bear the Restricted Securities Legend. (5) If Restricted Securities are being presented or surrendered for transfer or exchange then there shall be (if so required by the Capital Trustee), (A) if such Restricted Securities so held bear are being delivered to the Security Registrar by a similar legendHolder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or (B) if such Restricted Securities are being transferred, a certification from the transferor as to the compliance with the restrictions set forth in the Restricted Securities Legend.

Restricted Securities Legend. (i) Except as set forth below, all Capital Securities shall bear a Restricted Capital Securities Legend: (iA) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (iiB) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iiiC) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the CompanyDepositor's judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the written direction of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III;shall (ivD) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (vii) Securities In addition, Junior Subordinated Debentures distributed to a holder of Capital Securities upon dissolution liquidation of an the Issuer Trust shall bear a legend equivalent to the Restricted Capital Securities Legend except as to modifications to reflect that the security legended is a Junior Subordinated Debenture, if the Capital Securities so held with respect to which the Junior Subordinated Debentures are distributed bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Security Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's ’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Officer’s Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Officer’s Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Preferred Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Preferred Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth belowRule 144A Global Securities and their Successor Securities, all Regulation S Global Securities and their Successor Securities, Institutional Accredited Investors Global Securities and their Successor Securities and Physical Securities and their Successor Securities shall bear a Restricted Securities Legend, subject to the following: (i) subject to the following clauses of this Section 3.6(c307(b), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii) subject to the following clauses of this Section 3.6(c307(b), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if shall bear the Restricted Securities Legend borne by such new Security is required pursuant to Section 3.6(b)(ii) or other Security; (iii) Securities sold or otherwise disposed of pursuant to be issued in an effective registration statement under the form of a Restricted SecuritySecurities Act, together with their respective Successor Securities, shall not bear a Restricted Securities Legend; (iiiiv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Certificate substantially in the form of Exhibit D hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three; (v) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's Issuer’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateIssuer, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendThree.

Restricted Securities Legend. Except as set forth belowRule 144A Global Securities and their Successor Securities, all Regulation S Global Securities and their Successor Securities and Physical Securities and their Successor Securities shall bear a Restricted Securities Legend, subject to the following: (i) subject to the following clauses of this Section 3.6(c307(b), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c307(b), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in shall bear the form of a Restricted Security, bear a Restricted Securities LegendLegend borne by such other Security; (iii) All Securities included on or sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their respective Successor Securities, shall not bear a Restricted Securities Legend (and in such event the Company shall exchange a Global Security which bears the Restricted Securities Legend, in whole or in part, for one or more Global Securities which do not have such rights; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Certificate substantially in the form of Exhibit C hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three; (v) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendThree.

Restricted Securities Legend. Except as set forth below, all Rule 144A Global Securities and their successor securities shall bear a Restricted Securities Legend, subject to the following: (i) subject to the following clauses of this Section 3.6(c307(a), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c307(a), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in shall bear the form of a Restricted Security, bear a Restricted Securities LegendLegend borne by such other Security; (iii) All Securities included on or sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their respective successor securities, shall not bear a Restricted Securities Legend (and in such event the Company shall exchange a Global Security which bears the Restricted Securities Legend, in whole or in part, for one or more Global Securities which do not have such rights; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Certificate substantially in the form of Exhibit B hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three; (v) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendThree.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend, subject to the following: (i) subject to the following clauses of this Section 3.6(c3.06(c), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented therebyLegend; (ii) subject to the following clauses of this Section 3.6(c3.06(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii3.06(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III;; and (iv) notwithstanding the foregoing provisions of this Section 3.6(c3.06(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (ia) subject to the following clauses of this Section 3.6(c3.6(3), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (iib) subject to the following clauses of this Section 3.6(c3.6(3), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii3.6(2)(b) or (iiic) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iiic) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (ivd) notwithstanding the foregoing provisions of this Section 3.6(c3.6(3), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (ve) Securities distributed to a holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all The Securities and their respective Successor Securities shall bear a bear, or be subject to the provisions of, the applicable Restricted Securities Legend, subject to the following: (i) subject Subject to the following clauses of this Section 3.6(c3.5(c), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, exchanged in accordance with Section 3.4(b)(2) for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby;. (ii) subject Subject to the following clauses of this Section 3.6(c3.5(c), a new Security which is not a Global Security that has been issued as a result of events set forth in Section 3.4(b)(2) and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in shall bear the form of a Restricted Security, bear a Restricted Securities Legend;, if any, borne by such other Security. (iii) At any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act (including, without limitation, pursuant to Rule 144(k) of the Securities Act), a (i) new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that which bears such a legend Restricted Securities Legend and the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three and (ii) in the case of any beneficial interest in a Restricted Global Security, such beneficial interest shall no longer be subject to the provisions set forth in the Restricted Securities Legend. (iv) A new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security or any portion thereof which bears such a Restricted Securities Legend if, in the Company's judgmentjudgment of the Issuer, placing such a legend Restricted Securities Legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateIssuer, shall authenticate and deliver such a new Security as provided in this Article III;Three. (ivv) notwithstanding Any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the foregoing provisions of this Section 3.6(c)Securities Act, a together with their Successor Security of a Security that does Securities shall not bear a Restricted Securities Legend Legend. The Issuer shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when a prospectus must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not bear such form of legend unless be liable for any action taken or omitted to be taken by it in good faith in accordance with the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendaforementioned registration statement.

Restricted Securities Legend. Except as set forth belowRule 144A Global Securities and their Successor Securities, all Regulation S Global Securities and their Successor Securities, Institutional Accredited Investors Global Securities and their Successor Securities and Physical Securities and their Successor Securities shall bear a Restricted Securities Legend, subject to the following: (i) subject to the following clauses of this Section 3.6(c307(b), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii) subject to the following clauses of this Section 3.6(c307(b), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if shall bear the Restricted Securities Legend borne by such new Security is required pursuant to Section 3.6(b)(ii) or other Security; (iii) Securities received pursuant to be issued in the form Exchange Offer, and all other Securities sold or otherwise disposed of a Restricted Securitypursuant to an effective registration statement under the Securities Act, together with their respective Successor Securities, shall not bear a Restricted Securities Legend; (iiiiv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Certificate substantially in the form of Exhibit D hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article Three; (v) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's ’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendThree.

Restricted Securities Legend. (1) Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby;set forth in Section 2.02. (ii2) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new A Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver such a new Security as provided in this Article III;Security. (iv3) notwithstanding Notwithstanding the foregoing provisions of this Section 3.6(c3.06(c), a Successor successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; andsuccessor Security. (v4) Upon any sale or transfer of a Restricted Security (including any Restricted Security represented by a Global Security) pursuant to an effective registration statement under the Securities distributed Act or pursuant to Rule 144 under the Securities Act after such registration ceases to be effective: (A) in the case of any Restricted Security that is a holder of Capital Securities upon dissolution of an Issuer Trust definitive Security, the Security Registrar shall permit the Holder thereof to exchange such Restricted Security for a definitive Security that does not bear a the Restricted Securities Legend and shall rescind any restriction on the transfer of such Restricted Security; and (B) in the case of any Restricted Security that is represented by a Global Security, the Security Registrar shall permit the Holder of such Global Security to exchange such Global Security for another Global Security that does not bear the Restricted Securities Legend. (5) If Restricted Securities are being presented or surrendered for transfer or exchange then there shall be (if so required by the Capital Trustee), (A) if such Restricted Securities so held bear are being delivered to the Security Registrar by a similar legendHolder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or (B) if such Restricted Securities are being transferred, a certification from the transferor as to the compliance with the restrictions set forth in the Restricted Securities Legend.

Restricted Securities Legend. Except as set forth below, all ----------------------------- Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the CompanyDepositor's judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities ActAct and is permissible under Commission Rule 144(k), and the Property Trustee, at the written direction of the Company Administrator of the Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend legend, unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of any Administrator of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (v) Securities Junior Subordinated Debentures distributed to a holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend Legend, if the Capital Securities so held bear a similar legend, absent instructions from the Depositor that such legend can be removed consistent with the requirements of the Securities Act, and Commission Rule 144 thereunder.

Restricted Securities Legend. (1) Except as set forth below, all Securities shall bear a the Restricted Securities Legend:Legend set forth in Section 2.02. (i2) subject Subject to Section 3.06(d) and to the following clauses of this Section 3.6(c3.06(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver such a new Security as provided in this Article III;Security. (iv3) notwithstanding Notwithstanding the foregoing provisions of this Section 3.6(c3.06(c), a Successor successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; andsuccessor Security. (v4) by a Global Security) pursuant to an effective registration statement under the Securities distributed Act or pursuant to Rule 144 under the Securities Act after such registration ceases to be effective: (A) in the case of any Restricted Security that is a holder of Capital Securities upon dissolution of an Issuer Trust definitive Security, the Security Registrar shall permit the Holder thereof to exchange such Restricted Security for a definitive Security that does not bear a the Restricted Securities Legend and shall rescind any restriction on the transfer of such Restricted Security; and (B) in the case of any Restricted Security that is represented by a Global Security, the Security Registrar shall permit the Holder of such Global Security to exchange such Global Security for another Global Security that does not bear the Restricted Securities Legend. (5) If Restricted Securities are being presented or surrendered for transfer or exchange then there shall be (if so required by the Capital Trustee), (A) if such Restricted Securities so held bear are being delivered to the Security Registrar by a similar legendHolder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or (B) if such Restricted Securities are being transferred, a certification from the transferor as to the compliance with the restrictions set forth in the Restricted Securities Legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Preferred Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Preferred Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Capital Securities shall bear a Restricted Capital Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a Capital Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Capital Security or any portion thereof shall bear the Restricted Capital Securities Legend while represented thereby; (ii) subject to the following clauses Clauses of this Section 3.6(c5.5(c), a new Capital Security which is not a Global Capital Security and is issued in exchange for another Capital Security (including a Global Capital Security) or any portion thereof, upon transfer or otherwise, shall, if such new Capital Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Capital Security, bear a Restricted Capital Securities Legend; (iii) a new Capital Security (other than a Global Capital Security) that does not bear a Restricted Capital Securities Legend may be issued in exchange for or in lieu of a Restricted Capital Security or any portion thereof that bears such a legend if, in the CompanyDepositor's judgment, placing such a legend upon such new Capital Security is not necessary to ensure compliance with the registration requirements of the Securities ActAct and is permissible under Commission Rule 144(k), and the Property Trustee, at the written direction of the Company Administrator of the Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver such a new Capital Security as provided in this Article IIIV; (iv) notwithstanding the foregoing provisions of this Section 3.6(c5.5(c), a Successor Capital Security of a Capital Security that does not bear a Restricted Capital Securities Legend shall not bear such form of legend legend, unless the Company Depositor has reasonable cause to believe that such Successor Capital Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Property Trustee, at the written direction of any Administrator of the Company Issuer Trust in the form of an Officers' Certificate, shall authenticate and deliver a new Capital Security bearing a Restricted Capital Securities Legend in exchange for such Successor Capital Security as provided in this Article IIIV; and (v) Securities Junior Subordinated Debentures distributed to a holder Holder of Capital Securities upon dissolution of an the Issuer Trust shall bear a Restricted Capital Securities Legend Legend, if the Capital Securities so held bear a similar legend, absent instructions from the Depositor that such legend can be removed consistent with the requirements of the Securities Act, and Commission Rule 144 thereunder.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented therebyLegend; (ii) subject to the following clauses Clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, shall bear a Restricted Securities Legend; (iii) after the date which is three years following the Original Issue Date of a Security, a new Security (other than a Global Security) which does not bear a Restricted Securities Legend shall, unless the Securities Registrar is otherwise instructed by the Company in writing, be issued in exchange for or in lieu of a Restricted Security or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, in the form of Exhibit B hereto, duly executed by the Holder of such legended Restricted Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (iv) a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (ivv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. (1) Except as set forth below, all Securities shall bear a the Restricted Securities Legend:Legend set forth in Section 2.02. (i2) subject Subject to the following clauses of this Section 3.6(c3.06(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver such a new Security as provided in this Article III;Security. (iv3) notwithstanding Notwithstanding the foregoing provisions of this Section 3.6(c3.06(c), a Successor successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate countersign and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; andsuccessor Security. (v4) Upon any sale or transfer of a Restricted Security (including any Restricted Security represented by a Global Security) pursuant to an effective registration statement under the Securities distributed Act or pursuant to Rule 144 under the Securities Act after such registration ceases to be effective: (A) in the case of any Restricted Security that is a holder of Capital Securities upon dissolution of an Issuer Trust definitive Security, the Security Registrar shall permit the Holder thereof to exchange such Restricted Security for a definitive Security that does not bear a the Restricted Securities Legend and rescind any restriction on the transfer of such Restricted Security; and (B) in the case of any Restricted Security that is represented by a Global Security, the Security Registrar shall permit the Holder of such Global Security to exchange such Global Security for another Global Security that does not bear the Restricted Securities Legend. (5) If Restricted Securities are being presented or surrendered for transfer or exchange then there shall be (if so required by the Capital Trustee), (A) if such Restricted Securities so held bear are being delivered to the Security Registrar by a similar legendHolder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or (B) if such Restricted Securities are being transferred, a certification from the transferor in as to the compliance with the restrictions set forth in the Restricted Securities Legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses of this Section 3.6(c), a Security or any portion thereof that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented thereby; (ii) subject to the following clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, bear a Restricted Securities Legend; (iii) a new Security (other than a Global Security) that does not bear a Restricted Securities Security Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Preferred Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Preferred Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities ---------------------------- shall bear a Restricted Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented therebyLegend; (ii) subject to the following clauses Clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, shall bear a Restricted Securities Legend; (iii) after the date which is three years following the Original Issue Date of a Security, a new Security (other than a Global Security) which does not bear a Restricted Securities Legend shall, unless the Securities Registrar is otherwise instructed by the Company in writing, be issued in exchange for or in lieu of a Restricted Security or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, in the form of Exhibit E hereto, duly executed by the Holder of such legended Restricted Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (iv) a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (ivv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Securities shall bear a Restricted Securities Legend: (i) subject to the following clauses Clauses of this Section 3.6(c), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend while represented therebyLegend; (ii) subject to the following clauses Clauses of this Section 3.6(c), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if such new Security is required pursuant to Section 3.6(b)(ii) or (iii) to be issued in the form of a Restricted Security, shall bear a Restricted Securities Legend; (iii) after the date which is three years following the Original Issue Date of a Security, a new Security (other than a Global Security) which does not bear a Restricted Securities Legend shall, unless the Securities Registrar is otherwise instructed by the Company in writing, be issued in exchange for or in lieu of a Restricted Security or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, in the form of Annex E hereto, duly executed by the Holder of such legended Restricted Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (iv) a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security or any portion thereof that which bears such a legend if, in the Company's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver such a new Security as provided in this Article III; (ivv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legend.

Restricted Securities Legend. Except as set forth below, all Rule 144A Global Securities and their successor securities shall bear a Restricted Securities Legend, subject to the following: (i1) subject to the following clauses of this Section 3.6(c307(a), a Security or any portion thereof that which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Legend borne by such Global Security while represented thereby; (ii2) subject to the following clauses of this Section 3.6(c307(a), a new Security which is not a Global Security and is issued in exchange for another Security (including a Global Security) or any portion thereof, upon transfer or otherwise, shall, if shall bear the Restricted Securities Legend borne by such new Security is required other Security; (3) All Securities included on or sold or otherwise disposed of pursuant to Section 3.6(b)(ii) or (iii) to be issued in an effective registration statement under the form of a Restricted SecuritySecurities Act, together with their respective successor securities, shall not bear a Restricted Securities Legend (and in such event the Company shall exchange a Global Security which bears the Restricted Securities Legend, in whole or in part, for one or more Global Securities which do not have such legend); (iii4) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security (other than a Global Security) that which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Restricted Security (other than a Global Security) or any portion thereof that which bears such a legend if the Trustee has received an Unrestricted Securities Transfer Certificate substantially in the form of Exhibit B hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this ARTICLE THREE; and (5) a new Security which does not bear a Restricted Securities Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Company's ’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Company in the form of an Officers' CertificateCompany, shall authenticate and deliver such a new Security as provided in this Article III; (iv) notwithstanding the foregoing provisions of this Section 3.6(c), a Successor Security of a Security that does not bear a Restricted Securities Legend shall not bear such form of legend unless the Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Company in the form of an Officers' Certificate, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III; and (v) Securities distributed to a holder of Capital Securities upon dissolution of an Issuer Trust shall bear a Restricted Securities Legend if the Capital Securities so held bear a similar legendARTICLE THREE.