Common use of Securities Act Legends Clause in Contracts

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a Restricted Securities Legend as set forth in Section 5.15, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 direction of the Depositor, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act, in which case the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including including, a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement)Act, together with their Successor Securities shall not bear a the Restricted Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a the Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature, and the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does not bear a the Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature, and the Property Trustee, at the written direction of the Depositor, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security Securities that does not bear a particular form of the Restricted Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature, and the Property Trustee, at the written direction of the Depositor, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred All Securities issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (ii) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security which is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities LegendLegend for which the Security was exchanged; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (v) a new Preferred Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which bears such a legend if, in the DepositorCompany'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 direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5III.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred A Note and its Successor Note bear the Securities and their respective Successor Securities shall bear a Restricted Securities Legend as set forth in Section 5.15Act Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred Securities a Note may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof Note which bears such a legend if the Property Trustee Security Registrar has received an Unrestricted Securities CertificateNotes Certificate (or such other form of certificate as may be acceptable to the Company), satisfactory to the Property Trustee Security Registrar and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall shall, at the written direction of the Security Registrar, authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Third Supplemental Indenture); (vii) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) Note or any portion thereof which bears such a legend if, in the DepositorSecurity Registrar's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the written direction of the DepositorSecurity Registrar, shall authenticate and make available for delivery deliver such a new Preferred Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Third Supplemental Indenture); and (viiii) notwithstanding the foregoing provisions of this Section 5.4(c3.02(b), a Successor Security Note of a Preferred Security Note that does not bear a particular form of the Securities Act Legend shall not bear such form of legend unless if the Depositor Security Registrar has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the written direction of the DepositorSecurity Registrar, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Act Legend in exchange for such Successor Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Third Supplemental Indenture).

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective Successor Securities Notes shall bear a Restricted Securities Notes Legend as set forth in Section 5.15and Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: following clauses (i1) subject to the following Clauses through (9) of this Section 5.4(c), 305(c): (1) a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; (ii2) subject to the following Clauses of this Section 5.4(c), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote, provided that, if such new Preferred Security Note is required pursuant to Section 5.4(bsubclause 305(b)(2)(C) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Notes Legend and if such new Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend; (iii3) any Preferred Securities which Notes that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Statement) and Successor Securities Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv4) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, substantially in the form of Exhibit D hereto, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificateUnrestricted Notes Certificate, the Property Trustee or Authenticating Agent shall authenticate and make available for delivery such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 5Three, provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection therewith; (v5) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the Depositor's Company’s judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property TrusteeTrustee or Authenticating Agent, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 5; andThree, provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection with such direction; (vi6) notwithstanding the foregoing provisions of this Section 5.4(c305(c), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "“restricted security" ” within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article 5Three; (7) Exchange Notes and their respective Successor Notes shall not bear a Securities Act Legend; (8) each Holder of a Note agrees to indemnify the Trustee and Authenticating Agent against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law; and (9) the Trustee and the Authenticating Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective Successor Securities Notes shall bear a the Restricted Securities Notes Legend as set forth in Section 5.15and Regulation S Notes and their Successor Notes shall bear the Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c2.6(b), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c2.6(b), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote, provided that, if such new Preferred Security Note is required pursuant to Section 5.4(b2.6(a) to be issued in the form of a Restricted SecurityNote, it shall bear the Restricted Notes Legend and, if such new Note is so required to be issued in the form of a Restricted Securities Regulation S Note, it shall bear the Regulation S Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken a Note has been transferred in a manner, or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any a sufficient amount of time after the Preferred Securities has elapsed, so that a Note may be freely transferred without registration or limitation under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof Note which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Property Trustee Company and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange the manner provided for or in lieu of such other Preferred Security as provided in this Article 5the Existing Indenture; (viv) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the Depositor's judgmentjudgment of the Company, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 5Two; and (viv) notwithstanding the foregoing provisions of this Section 5.4(c2.6(b), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a the Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article 5.Two. ARTICLE THREE

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective Successor Securities Notes shall bear a Restricted Securities Legend as set forth in Section 5.15Notes Legend, and Initial Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses clauses of this Section 5.4(c3.06(c), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; (ii) subject to the following Clauses clauses of this Section 5.4(c3.06(c), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote; provided, provided however, that, if such new Preferred Security Note is required pursuant to Section 5.4(b3.06(b)(v) or 3.06(b)(vi) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Notes Legend and, if such new Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities Registered Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities ActJanuary 15, 2000, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to in the Property Trustee form provided herein and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 5Three; (v) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the DepositorCompany's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 5Three; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.06(c), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article 5Three.

Securities Act Legends. Rule 144A Preferred All Securities originally issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (ii) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security which that is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such the Security for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legendwas exchanged; (iii) any Preferred Securities which that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities successor Securities, shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and Act, shall notify the Property Trustee in writing at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property statement and, if a Global Security without the Restricted Securities Legend is not then Outstanding, the Company shall execute and, upon receipt of a Company Order as provided in Section 3.3, the Trustee shall not authenticate a Global Security without the Restricted Securities Legend and make the same available for delivery to the Depositary or its custodian; provided, however, neither the Trustee nor any of its agents shall be liable liable, and the Company shall indemnify the Trustee and each such agent, for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which that bears such a legend if a Responsible Officer of the Property Trustee has actually received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by by, or on behalf of, the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall at the direction of the Company in a Company Order authenticate and make available for delivery such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (v) a new Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which that bears such a legend if, in the Depositor's Company’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 direction of the DepositorCompany in a Company Order to such effect, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor successor Security is a "“restricted security" ” within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany in a Company Order to such effect, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5III.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Restricted Notes and their respective Successor Securities Notes shall bear a Restricted Securities Legend as set forth in Section 5.15Notes Legend, and Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: : (i) subject to the following Clauses subclauses of this Section 5.4(c3.6(c), a Preferred Security Non-Global Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; ; (ii) subject to the following Clauses subclauses of this Section 5.4(c3.6(c), a new Preferred Security which is not a Non-Global Certificate and is Note issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote, provided provided, that, if such new Preferred Security Note is required pursuant to Section 5.4(b3.6(b)(v) or (vi) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Notes Legend and, if such new Note is so required to be issued in the form of a Regulation S Note during the Distribution Compliance Period, it shall bear a Regulation S Legend; ; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities Registered Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after in the Preferred Securities may be freely transferred without registration event the Trustee has received a written opinion of U.S. counsel in a form satisfactory to the Trustee stating that the Notes are not “Restricted Securities” as defined by Rule 144(a)(3) under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's attorney duly authorized in writinglegend, and after such date and receipt of such certificateopinion, the Property Trustee upon receipt of a Company Order shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 5Three; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 direction of the Depositor, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act, in which case the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred SecuritiesAll Notes issued pursuant to this Indenture, Certificated ---------------------- Preferred Securities and their respective all Successor Securities Notes, shall bear a the Restricted Securities Legend as set forth in Section 5.15Notes Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c2.07(3), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Restricted Notes Legend borne by such Global Certificate while represented therebyNote for which the Note was exchanged; (ii) subject to the following Clauses of this Section 5.4(c2.07(3), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Restricted Notes Legend borne by such other Preferred Security, provided that, if such the Note for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities LegendNote was exchanged; (iii) any Preferred Securities Notes which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities Notes shall not bear a Securities Act Restricted Notes Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities Notes under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not must be delivered with respect to Preferred Securities Notes to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note bearing a Restricted Notes Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 52; (v) a new Preferred Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) Note or any portion thereof which bears such a legend if, in the DepositorCompany's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 52; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c2.07(3), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Restricted Notes Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article 52.

Securities Act Legends. Rule 144A Preferred All Securities originally issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (ii) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security which that is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such the Security for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legendwas exchanged; (iii) any Preferred Securities which that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities successor Securities, shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and Act, shall notify the Property Trustee in writing at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property statement and, if a Global Security without the Restricted Securities Legend is not then Outstanding, the Company shall execute and, upon receipt of a Company Order as provided in Section 3.3, the Trustee shall not authenticate a Global Security without the Restricted Securities Legend and make the same available for delivery to the Depositary or its custodian; provided, however, neither the Trustee nor any of its agents shall be liable liable, and the Company shall indemnify the Trustee and each such agent, for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which that bears such a legend if a Responsible Officer of the Property Trustee has actually received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by by, or on behalf of, the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall at the direction of the Company in a Company Order authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (v) a new Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which that bears such a legend if, in the DepositorCompany'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 direction of the DepositorCompany in a Company Order to such effect, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany in a Company Order to such effect, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5III.

Securities Act Legends. Global Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor successor Rule 144A Preferred Securities shall bear a Rule 144A Preferred Securities Legend. Other Preferred Securities that are registered by a Global -28- Preferred Security will also have a Rule 144A Preferred Security legend. Other Preferred Securities that are not registered by a Global Preferred Security and their successor Other Preferred Securities shall bear Restricted Preferred Securities Legend as set forth in Section 5.15Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c5.5(c), a Preferred Security or any portion thereof which is Securities that are exchanged, upon transfer or otherwise, for interests in a Global Certificate Preferred Security or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Preferred Security while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration registration statement contemplated by the Registration Rights Agreement and the New Registration Rights Agreement), together with their Successor Securities successor Preferred Securities, shall not be required to bear a Securities Act Legendany legend; the Depositor or an Administrative Trustee shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iii) after December 30, 1999 or at the earliest date permitted as computed in accordance with paragraph (k) of Rule 144 under the Securities Act, new Preferred Securities (other than a Global Preferred Security) that do not bear a Restricted Preferred Securities Act Legend shall be issued in exchange for or in lieu of Other Preferred Securities or any portions thereof if the Property Trustee has received an Unrestricted Security Certificate, in the form of Exhibit F hereto, duly executed by the Holder or Owner of such Other Preferred Securities or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Administrative Trustees shall execute and deliver such new Preferred Securities in exchange for or in lieu of such Other Preferred Securities as provided in this Article Five, (iv) at any time after the Preferred 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 Preferred Security which does Securities that do not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificatePreferred Security) or any portion thereof which bears such a legend if the Property Trustee Security Registrar has received an Unrestricted Securities CertificateCertificate in the form of Exhibit F hereto, satisfactory to the Property Trustee Security Registrar and duly executed by the Holder of such legended Preferred Security Securities or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does Securities that do not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Preferred Security Securities (other than a Global CertificatePreferred Securities) or any portion thereof which bears that bear such a legend if, in the DepositorProperty Trustee's judgment, placing such a legend upon such new Preferred Security Securities is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c5.5(c), a Successor Security of a successor Preferred Security that does not bear a particular form of Securities Act Legend shall not be required to bear such form of legend unless the Depositor Property Trustee has reasonable cause to believe that such Successor successor Preferred Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorAdministrative Trustees, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Preferred Securities Legend in exchange for such Successor successor Preferred Security as provided in this Article 5Five.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a Restricted Securities Legend as set forth in Section 5.15, and the Regulation S Preferred Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including including,a Global CertificateCertifi- cate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b5.4(b)(v) or (vi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Preferred Security is so required to be issued in the form of a Regulation S Preferred Security, it shall bear a Regulation S Legend; (iii) any Any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 direction of the Depositor, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security Securities that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective ----------------------- Successor Securities Notes shall bear a Restricted Securities Legend as set forth in Section 5.15Notes Legend, and Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.06(c), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c3.06(c), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, Note; provided that, that if such new Preferred Security Note is required pursuant to Section 5.4(b3.06(b)(v) -------- or (vi) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Note Legend and, if such new Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities Registered Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred Securities Note may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Note Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 5III; (v) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the DepositorCompany's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany and, if requested by the Trustee, upon delivery of an Opinion of Counsel, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.06(c), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted securityRestricted Note" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Note Legend in exchange for such Successor Security Note as provided in this Article 5III.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor All Securities shall bear a the applicable Restricted Securities Legend as set forth in Section 5.15and shall be subject to the restrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 5.4(cSECTION 3.5(b), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a beneficial interest in a Global Certificate Security or any portion thereof shall be deemed to bear and be subject to the Securities Act Legend borne by such Global Certificate Security while represented thereby; (ii) subject to the following Clauses clauses of this Section 5.4(cSECTION 3.5(b), a new Preferred Security which is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a beneficial interest in a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, otherwise shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee may rely on such written notice, and shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with such notice or the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5ARTICLE THREE; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which bears such a legend if, in the DepositorCompany'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 DepositorCompany, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5ARTICLE THREE; and (vi) notwithstanding the foregoing provisions of this Section 5.4(cSECTION 3.5(B), a Successor Security of a Preferred Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5ARTICLE THREE.

Securities Act Legends. Rule 144A Preferred Except as set forth below, Certificated Capital Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a Restricted Securities Legend as set forth in Section 5.15, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), and a new Preferred Capital Security which is not a Global Certificate and is issued in exchange for another Preferred Capital Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend;Legend as set forth in Section 5.11: (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (ivi) at any time after the Preferred Capital 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 Preferred Capital Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Capital Security (other than a Global Certificate) or any portion thereof which bears such a legend if the Depositor has received from the Purchaser an opinion of counsel as described in subsection (v) below and if the Property Trustee has received an Unrestricted Securities Certificate, in the form of Exhibit E hereto (an "Unrestricted Securities Certificate"), satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Capital Security or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Capital Security in exchange for or in lieu of such other Preferred Capital Security as provided in this Article 5; (vii) a new Preferred Capital Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Capital Security (other than a Global Certificate) or any portion thereof which bears also does not bear such a legend if, after the receipt by the Depositor of an opinion of counsel as described in subsection (v) below, in the Depositor's judgment, placing such a legend upon such new Preferred Capital Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery deliver such a new Preferred Capital Security as provided in this Article 5; and (viiii) notwithstanding the foregoing provisions Purchaser agrees that it will not effect the proposed transfer or disposition of this Section 5.4(c), a Successor the Capital Security of a Preferred Security that does not bear a particular form of Securities Act Legend shall not bear until such form of legend unless Purchaser has provided to the Depositor has reasonable cause an opinion of counsel satisfactory in form and substance to believe the Depositor that such Successor Security proposed disposition or transfer is a "restricted security" within the meaning of Rule 144 exempt from registration under the Securities ActAct and any applicable state securities laws. The Depositor shall use its best efforts to comply with any state securities laws, but shall in no event be required, in which case connection therewith, to qualify to do business in any state where it is not then qualified or to take any action that would subject it to tax or to the Property Trustee, at the direction general service of the Depositor, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend process in exchange for such Successor Security as provided in this Article 5any state where it is not then subject.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective Successor Securities Notes shall bear a Restricted Securities Legend as set forth in Section 5.15Notes Legend, and Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.06(c), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c3.06(c), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote, provided that, if such new Preferred Security Note is required pursuant to Section 5.4(b3.06(b)(iii) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Notes Legend and, if such new Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities Exchange Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 53; (v) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the DepositorCompany's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 53; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.06(c), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article 53.

Securities Act Legends. Rule 144A Preferred All Securities issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (ii) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security which is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such the Security for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legendwas exchanged; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (v) a new Preferred Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the DepositorCompany'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 direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5III.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective Successor Securities Notes shall bear a Restricted Securities Notes Legend as set forth in Section 5.15and Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: following clauses (i1) subject to the following Clauses through (9) of this Section 5.4(c), 305(c): (1) a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; (ii2) subject to the following Clauses of this Section 5.4(c), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote, provided that, if such new Preferred Security Note is required pursuant to Section 5.4(bsubclause 305(b)(2)(C) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Notes Legend and if such new Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend; (iii3) any Preferred Securities which Notes that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Statement) and Successor Securities Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv4) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, substantially in the form of Exhibit D hereto, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificateUnrestricted Notes Certificate, the Property Trustee or Authenticating Agent shall authenticate and make available for delivery such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 5Three Indenture provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection therewith; (v5) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the DepositorCompany's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property TrusteeTrustee or Authenticating Agent, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 5; andThree provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection with such direction; (vi6) notwithstanding the foregoing provisions of this Section 5.4(c305(c), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article 5Three; (7) Exchange Notes and their respective Successor Notes shall not bear a Securities Act Legend; (8) each Holder of a Note agrees to indemnify the Trustee and Authenticating Agent against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law; and (9) the Trustee and the Authenticating Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Securities Act Legends. Rule 144A Preferred All Securities issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15and shall be subject to the restrictions on transfer specified therein, subject to the following: (iA) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (iiB) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security which that is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such the Security for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legendwas exchanged; (iiiC) any Preferred Securities which that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (ivD) at any time after the Preferred 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 Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which that bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (vE) a new Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which that bears such a legend if, in the DepositorCompany'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 direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5III; and (viF) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5Article.

Securities Act Legends. Global Rule 144A Preferred Securities, Certificated Securities and ---------------------- their successor Rule 144A Preferred Securities shall bear a Rule 144A Preferred Securities Legend. Global Regulation S Preferred Securities and their respective Successor successor Regulation S Preferred Securities shall bear a Restricted Regulation S Preferred Securities Legend as set forth in Section 5.15Legend. Other Preferred Securities and their successor Other Preferred Securities shall bear an Other Preferred Securities Legend, and subject to the following: (i) subject to the following Clauses of this Section 5.4(c5.5(c), a Preferred Security or any portion thereof which is Securities that are exchanged, upon transfer or otherwise, for interests in a Global Certificate Preferred Security or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Preferred Security while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration Statement contemplated by the Registration Rights Agreement), together with their Successor Securities successor Preferred Securities, shall not be required to bear a Securities Act Legendany legend; the Depositor or an Administrative Trustee shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statementstatement and when the legends may be removed. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statementapplicable instructions; (iii) after December 13, 1999, new Preferred Securities (other than a Global Preferred Security) that do not bear a Restricted Preferred Securities Act Legend shall be issued in exchange for or in lieu of Other Preferred Securities or any portions thereof if the Property Trustee has received an Unrestricted Securities Certificate, in the form of Exhibit F hereto, duly executed by the Holder or Owner of such Other Preferred Securities or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Administrative Trustees shall execute and deliver such new Preferred Securities in exchange for or in lieu of such Other Preferred Securities as provided in this Article Five, (iv) at any time after the Preferred 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 Preferred Security which does Securities that do not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificatePreferred Security) or any portion thereof which bears such a legend if the Property Trustee Security Registrar has received an Unrestricted Securities CertificateCertificate and an opinion of nationally recognized counsel, satisfactory to the Property Trustee Security Registrar and duly executed by the Holder of such legended Preferred Security Securities or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does Securities that do not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Preferred Security Securities (other than a Global CertificatePreferred Securities) or any portion thereof which bears that bear such a legend if, in the DepositorProperty Trustee's judgment, placing such a legend upon such new Preferred Security Securities is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c5.5(c), a Successor Security of a successor Preferred Security that does not bear a particular form of Securities Act Legend legend shall not be required to bear such form of legend unless the Property Trustee has been informed by the Depositor has reasonable cause to believe or the Administrative Trustee that such Successor successor Preferred Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorAdministrative Trustees, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Preferred Securities Legend in exchange for such Successor successor Preferred Security as provided in this Article 5Five.

Securities Act Legends. Rule 144A Preferred All Securities issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (ii) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security which that is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such the Security for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legendwas exchanged; (iii) any Preferred Securities which that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee in writing at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Neither the Trustee nor any of its agents shall not be liable liable, and the Company shall indemnify the Trustee and each such agent, for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which that bears such a legend if a Responsible Officer of the Property Trustee has actually received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by by, or on behalf of, the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall at the direction of the Company in a Company Order authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (v) a new Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which that bears such a legend if, in the DepositorCompany'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 direction of the DepositorCompany in a Company Order to such effect, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany in a Company Order to such effect, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5III.

Securities Act Legends. Rule 144A Preferred All Securities issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15, subject to the following: (i) subject to the following Clauses clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 5.4(c3.5(3), a new Preferred Security which that is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such the Security for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legendwas exchanged; (iii) any Preferred Securities which that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, upon the direction of the Company by Company Order a new Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which that bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (v) a new Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which that bears such a legend if, in the DepositorCompany'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 direction of the DepositorCompany by Company Order, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5III.

Securities Act Legends. Rule 144A Preferred All Securities issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15and shall be subject to the restrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (ii) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security which that is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such the Security for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legendwas exchanged; (iii) any Preferred Securities which that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee Trustee, in writing, at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which that bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (v) a new Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which that bears such a legend if, in the DepositorCompany'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 DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the written direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5III.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective Successor Securities Notes shall bear a Restricted Securities Legend as set forth in Section 5.15Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.06(c), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c3.06(c), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote, provided that, if such new Preferred Security Note is required pursuant to Section 5.4(b3.06(b) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities Registered Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 5Three; (v) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the Depositor's Company"s judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 5Three; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.06(c), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted securityNote" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Legend in exchange for such Successor Security Note as provided in this Article 5Three. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Securities Act Legends. Rule 144A Preferred SecuritiesAll Notes issued pursuant to this Indenture, Certificated ---------------------- Preferred Securities and their respective all Successor Securities Notes, shall bear a the Restricted Securities Legend as set forth in Section 5.15Notes Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c2.07(c), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Restricted Notes Legend borne by such Global Certificate while represented therebyNote for which the Note was exchanged; (ii) subject to the following Clauses of this Section 5.4(c2.07(c), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Restricted Notes Legend borne by such other Preferred Security, provided that, if such the Note for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities LegendNote was exchanged; (iii) any Preferred Securities Notes which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities Notes shall not bear a Securities Act Restricted Notes Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities Notes under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not must be delivered with respect to Preferred Securities Notes to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note bearing a Restricted Notes Legend or such Holder's its attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 5;2 (v) a new Preferred Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) Note or any portion thereof which bears such a legend if, in the DepositorCompany's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 52; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c2.07(c), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Restricted Notes Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article 52.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a Restricted Securities Legend as set forth in Section 5.15, and the Regulation S Preferred Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b5.4(b)(iii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Preferred Security is so required to be issued in the form of a Regulation S Preferred Security, it shall bear a Regulation S Legend; (iii) any Any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 direction of the Depositor, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act, in which case the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities A Note and their respective its Successor Securities Note shall bear a Restricted the Securities Legend as set forth in Section 5.15Act Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred Securities a Note may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof Note which bears such a legend if the Property Trustee Security Registrar has received an Unrestricted Securities CertificateNotes Certificate (or such other form of certificate as may be acceptable to the Company), satisfactory to the Property Trustee Security Registrar and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall shall, at the written direction of the Security Registrar, authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Fourth Supplemental Indenture); (vii) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) Note or any portion thereof which bears such a legend if, in the DepositorSecurity Registrar's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the written direction of the DepositorSecurity Registrar, shall authenticate and make available for delivery deliver such a new Preferred Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Fourth Supplemental Indenture); and (viiii) notwithstanding the foregoing provisions of this Section 5.4(c3.02(b), a Successor Security Note of a Preferred Security Note that does not bear a particular form of the Securities Act Legend shall not bear such form of legend unless if the Depositor Security Registrar has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the written direction of the DepositorSecurity Registrar, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Act Legend in exchange for such Successor Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Fourth Supplemental Indenture).

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a Restricted Securities Legend as set forth in Section 5.15, and the Regulation S Preferred Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including including, a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b5.4(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Preferred Security is so required to be issued in the form of a Regulation S Preferred Security, it shall bear a Regulation S Legend; (iii) any Any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement)Act, together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature, and the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature, and the Property Trustee, at the written direction of the Depositor, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security Securities that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature, and the Property Trustee, at the written direction of the Depositor, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective Successor Securities Notes shall bear a Restricted Securities Legend as set forth in Section 5.15Notes Legend, and Initial Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses subsections of this Section 5.4(c2.08(f), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note while represented thereby; (ii) subject to the following Clauses subsections of this Section 5.4(c2.08(f), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote; provided, provided that, that if such new Preferred Security Note is required pursuant to Section 5.4(b2.08(b) or (c) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Notes Legend and, if such new Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities Registered Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to in the Property Trustee and form of Exhibit C hereto, duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, at the Property direction of the Company, the Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security as provided in this Article 5Note; (v) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the Depositor's Company’s judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5Note; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c2.08(f), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "“restricted security" note” within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security as provided in this Article 5Note.

Securities Act Legends. Rule 144A Preferred SecuritiesAll Notes issued pursuant to this Indenture, Certificated ---------------------- Preferred Securities and their respective all Successor Securities Notes, shall bear a the Restricted Securities Legend as set forth in Section 5.15Notes Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c2.07(3), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Restricted Notes Legend borne by such Global Certificate while represented therebyNote for which the Note was exchanged; (ii) subject to the following Clauses of this Section 5.4(c2.07(3), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Restricted Notes Legend borne by such other Preferred Security, provided that, if such the Note for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities LegendNote was exchanged; (iii) any Preferred Securities Notes which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities Notes shall not bear a Securities Act Restricted Notes Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities Notes under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not must be delivered with respect to Preferred Securities Notes to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note bearing a Restricted Notes Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 52; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 direction of the Depositor, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act, in which case the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Notes and their respective Successor Securities Notes shall bear a Restricted Securities Legend as set forth in Section 5.15Notes Legend, and Initial Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c305(c), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend legend borne by such Global Certificate Note while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c305(c), a new Preferred Security Certificated Note which is not a Global Certificate and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend legend borne by such other Preferred SecurityNote, provided that, if such new Preferred Security Certificated Note is required pursuant to Section 5.4(b305(b)(v) or (vi) to be issued in the form of a Restricted SecurityRule 144A Note, it shall bear a Restricted Securities Notes Legend and, if such new Certificated Note is so required to be issued in the form of a Regulation S Note, it shall bear a Regulation S Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities SEC Registered Notes shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statementlegend; (iv) at any time after the Preferred Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Actapplicable Rule 144(k) restricted period, a new Preferred Security Certificated Note which does not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) Certificated Note or any portion thereof which bears such a legend if the Property Trustee or the Paying Agent has received an Unrestricted Securities Notes Certificate, satisfactory to the Property Trustee or the Paying Agent and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee or the Paying Agent shall authenticate and make available for delivery deliver such a new Preferred Security Certificated Note in exchange for or in lieu of such other Preferred Security Certificated Note as provided in this Article 5Three; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 direction of the Depositor, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act, in which case the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred All Securities originally issued pursuant to this Indenture, and all Successor Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a the Restricted Securities Legend as set forth in Section 5.15Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Certificate while represented therebySecurity for which the Security was exchanged; (ii) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security which that is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Preferred Security, provided that, if such the Security for which the new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legendwas exchanged; (iii) any Preferred Securities which that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities successor Securities, shall not bear a Restricted Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and Act, shall notify the Property Trustee in writing at any time when prospectuses may not must be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property statement and, if a Global Security without the Restricted Securities Legend is not then Outstanding, the Company shall execute and, upon receipt of a Company Order as provided in Section 3.3, the Trustee shall not authenticate a Global Security without the Restricted Securities Legend and make the same available for delivery to the Depositary or its custodian; provided, however, neither the Trustee nor any of its agents shall be liable liable, and the Company shall indemnify the Trustee and each such agent, for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which that bears such a legend if a Responsible Officer of the Property Trustee has actually received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by by, or on behalf of, the Holder of such legended Preferred Security bearing a Restricted Securities Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall at the direction of the Company in a Company Order authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5III; (v) a new Preferred Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which that bears such a legend if, in the Depositor's Company’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 direction of the DepositorCompany in a Company Order to such effect, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor successor Security of a Preferred Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor successor Security is a "“restricted security" ” within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany in a Company Order to such effect, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5III.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities Private Placement Notes and their respective Successor Securities Notes shall bear a Restricted Securities Legend as set forth in Section 5.15Note Legend, and Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following: (iA) subject to the following Clauses of this Section 5.4(c)0, a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate Note (if any) while represented thereby; (iiB) subject to the following Clauses of this Section 5.4(c2.06(b)(iii), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred SecurityNote (if any), provided that, if such new Preferred Security Note is required pursuant to Section 5.4(b) to 2.06(b)(ii)(C)to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Note Legend; (iiiC) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if (I) at the Property Trustee has received an Unrestricted Securities Certificateelection of the Company, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the DepositorCompany's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, or (II) upon the request of the Holder thereof, if such Holder provides to the Company an Opinion of Counsel, in form and substance reasonably acceptable to the Company, to the effect that the restrictions on transfer contained herein and in the Restricted Notes Legend and Regulation S Legend are no longer required in order to maintain compliance with the Securities Act, and the Property Trustee, at the direction upon receipt of the Depositora Company Order, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 5Two; (D) a Note that is a Global Note and for which The Depository Trust Company is the Depositary therefor shall bear the Global Note DTC Legend; (E) all Notes shall at all times bear the Additional Legend; and (viF) notwithstanding the foregoing provisions of this Section 5.4(c2.06(b)(iii), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction upon receipt of the Depositora Company Order, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Note Legend in exchange for such Successor Security Note as provided in this Article 5Two.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor Securities shall bear a Restricted Securities Legend as set forth in Section 5.15, and the Regulation S Preferred Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including including, a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b5.4(b)(v) or (vi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Preferred Security is so required to be issued in the form of a Regulation S Preferred Security, it shall bear a Regulation S Legend; (iii) any Any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof which bears such a legend if, in the 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 direction of the Depositor, shall authenticate and make available for delivery deliver such a new Preferred Security as provided in this Article 5; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c), a Successor Security of a Preferred Security Securities that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery deliver a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities and their respective Successor All Securities shall bear a the applicable Restricted Securities Legend as set forth in Section 5.15and shall be subject to the restrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(b), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a beneficial interest in a Global Certificate Security or any portion thereof shall be deemed to bear and be subject to the Securities Act Legend borne by such Global Certificate Security while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c3.5(b), a new Preferred Security which is not a Global Certificate Security and is issued in exchange for another Preferred Security (including a beneficial interest in a Global CertificateSecurity) or any portion thereof, upon transfer or otherwise, otherwise shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred 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 Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article 5Three; (v) a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global CertificateSecurity) or any portion thereof which bears such a legend if, in the DepositorCompany'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 direction of the DepositorCompany, shall authenticate and make available for delivery such a new Preferred Security as provided in this Article 5Three; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(b), a Successor Security of a Preferred Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Depositor Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5Three.

Securities Act Legends. Rule 144A Preferred Securities, Certificated ---------------------- Preferred Securities A Note and their respective its Successor Securities Note shall bear a Restricted the Securities Legend as set forth in Section 5.15Act Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Certificate while represented thereby; (ii) subject to the following Clauses of this Section 5.4(c), a new Preferred Security which is not a Global Certificate and is issued in exchange for another Preferred Security (including a Global Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend; (iii) any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Securities shall not bear a Securities Act Legend; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection with the aforementioned registration statement; (iv) at any time after the Preferred Securities a Note may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, Act a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) or any portion thereof Note which bears such a legend if the Property Trustee Security Registrar has received an Unrestricted Securities CertificateNotes Certificate (or such other form of certificate as may be acceptable to the Company), satisfactory to the Property Trustee Security Registrar and duly executed by the Holder of such legended Preferred Security Note or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall shall, at the written direction of the Security Registrar, authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Fourth Supplemental Indenture); (vii) a new Preferred Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global Certificate) Note or any portion thereof which bears such a legend if, in the DepositorSecurity Registrar's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the written direction of the DepositorSecurity Registrar, shall authenticate and make available for delivery deliver such a new Preferred Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Fourth Supplemental Indenture); and (viiii) notwithstanding the foregoing provisions of this Section 5.4(c3.02(b), a Successor Security Note of a Preferred Security Note that does not bear a particular form of the Securities Act Legend shall not bear such form of legend unless if the Depositor Security Registrar has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144 under the Securities Act144, in which case the Property Trustee, at the written direction of the DepositorSecurity Registrar, shall authenticate and make available for delivery deliver a new Preferred Security Note bearing a Restricted Securities Act Legend in exchange for such Successor Security Note in the manner provided for in the Indenture (as provided in amended and supplemented by this Article 5Fourth Supplemental Indenture).

Securities Act Legends. Rule 144A Preferred SecuritiesAll Notes issued pursuant to this Indenture, Certificated ---------------------- Preferred Securities and their respective all Successor Securities Notes, shall bear a the Restricted Securities Legend as set forth in Section 5.15Notes Legend, subject to the following: (i) subject to the following Clauses of this Section 5.4(c3.5(3), a Preferred Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Certificate Note or any portion thereof shall bear the Securities Act Restricted Notes Legend borne by such Global Certificate while represented therebyNote for which the Note was exchanged; (ii) subject to the following Clauses of this Section 5.4(c3.5(3), a new Preferred Security Note which is not a Global Certificate Note and is issued in exchange for another Preferred Security Note (including a Global CertificateNote) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Restricted Notes Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 5.4(b) to be issued in for which the form of a Restricted Security, it shall bear a Restricted Securities LegendNote was exchanged; (iii) any Preferred Securities Notes which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including in the Shelf Registration contemplated by the Registration Rights AgreementStatement), together with their Successor Securities Notes shall not bear a Securities Act Restricted Notes Legend; the Depositor Company shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities Notes under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not must be delivered with respect to Preferred Securities Notes to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in connection accordance with the aforementioned registration statement; (iv) at any time after the Preferred Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security Note bearing a Restricted Notes Legend or such Holder's his attorney duly authorized in writing, and after such date and receipt of such certificate, the Property Trustee shall authenticate and make available for delivery deliver such a new Preferred Security Note in exchange for or in lieu of such other Preferred Security Note as provided in this Article 5III; (v) a new Preferred Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Preferred Security Note (other than a Global CertificateNote) or any portion thereof which bears such a legend if, in the DepositorCompany's judgment, placing such a legend upon such new Preferred Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Property Trustee, at the direction of the DepositorCompany, shall authenticate and make available for delivery deliver such a new Preferred Security Note as provided in this Article 5III; and (vi) notwithstanding the foregoing provisions of this Section 5.4(c3.5(3), a Successor Security Note of a Preferred Security Note that does not bear a particular form of Securities Act Restricted Notes Legend shall not bear such form of legend unless the Depositor has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144 under the Securities Act, in which case the Property Trustee, at the direction of the Depositor, shall authenticate and make available for delivery a new Preferred Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article 5.legend