SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN THE DEPOSITARY FOR SUCH GLOBAL SECURITY OR A NOMINEE THEREOF
UNLESS (A) SUCH DEPOSITARY (I) HAS NOTIFIED THE COMPANY THAT IT IS UNWILLING OR
UNABLE TO CONTINUE AS DEPOSITARY FOR SUCH GLOBAL SECURITY OR (II) HAS CEASED TO
BE A CLEARING AGENCY REGISTERED AS SUCH UNDER THE EXCHANGE ACT OR ANNOUNCES AN
INTENTION PERMANENTLY TO CEASE BUSINESS OR DOES IN FACT DO SO OR (B) THERE SHALL
HAVE OCCURRED AND BE CONTINUING AN EVENT OF DEFAULT WITH RESPECT TO SUCH GLOBAL
SECURITY.
IN SUCH EVENT, IF A SUCCESSOR DEPOSITARY FOR SUCH GLOBAL SECURITY IS
NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS AFTER THE COMPANY RECEIVES SUCH
NOTICE OR BECOMES AWARE OF SUCH INELIGIBILITY, THE COMPANY SHALL EXECUTE, AND
THE TRUSTEE, UPON RECEIPT OF AN OFFICERS' CERTIFICATE DIRECTING THE
AUTHENTICATION AND DELIVERY OF SECURITIES, SHALL AUTHENTICATE AND DELIVER,
SECURITIES, IN ANY AUTHORIZED DENOMINATIONS IN AN AGGREGATE PRINCIPAL AMOUNT
EQUAL TO THE PRINCIPAL AMOUNT OF SUCH GLOBAL SECURITY IN EXCHANGE FOR SUCH
GLOBAL SECURITY.
37
(C)
IF ANY GLOBAL SECURITY IS TO BE EXCHANGED FOR OTHER SECURITIES OR
CANCELED IN WHOLE, IT SHALL BE SURRENDERED BY OR ON BEHALF OF THE DEPOSITARY OR
ITS NOMINEE TO THE TRUSTEE, AS SECURITY REGISTRAR, FOR EXCHANGE OR CANCELLATION,
AS PROVIDED IN THIS ARTICLE III. IF ANY GLOBAL SECURITY IS TO BE EXCHANGED FOR
OTHER SECURITIES OR CANCELED IN PART, OR IF ANOTHER SECURITY IS TO BE EXCHANGED
IN WHOLE OR IN PART FOR A BENEFICIAL INTEREST IN ANY GLOBAL SECURITY, IN EACH
CASE, AS PROVIDED IN SECTION 3.5, THEN EITHER (A) SUCH GLOBAL SECURITY SHALL BE
SO SURRENDERED FOR EXCHANGE OR CANCELLATION, AS PROVIDED IN THIS ARTICLE, OR
(B) THE PRINCIPAL AMOUNT THEREOF SHALL BE REDUCED OR INCREASED BY AN AMOUNT
EQUAL TO THE PORTION THEREOF TO BE SO EXCHANGED OR CANCELED, OR EQUAL TO THE
PRINCIPAL AMOUNT OF SUCH OTHER SECURITY TO BE SO EXCHANGED FOR A BENEFICIAL
INTEREST THEREIN, AS THE CASE MAY BE, BY MEANS OF AN APPROPRIATE ADJUSTMENT MADE
ON THE RECORDS OF THE TRUSTEE, AS SECURITY REGISTRAR, WHEREUPON THE TRUSTEE, IN
ACCORDANCE WITH THE APPLICABLE PROCEDURES, SHALL INSTRUCT THE DEPOSITARY OR ITS
AUTHORIZED REPRESENTATIVE TO MAKE A CORRESPONDING ADJUSTMENT TO ITS RECORDS.
UPON ANY SUCH SURRENDER OR ADJUSTMENT OF A GLOBAL SECURITY, THE TRUSTEE SHALL,
SUBJECT TO SECTION 3.5(3) AND AS OTHERWISE PROVIDED IN THIS ARTICLE III,
AUTHENTICATE AND DELIVER ANY SECURITIES ISSUABLE IN EXCHANGE FOR SUCH GLOBAL
SECURITY (OR ANY PORTION THEREOF) TO OR UPON THE ORDER OF, AND REGISTERED IN
SUCH NAMES AS MAY BE DIRECTED BY, THE DEPOSITARY OR ITS AUTHORIZED
REPRESENTATIVE. UPON THE REQUEST OF THE TRUSTEE IN CONNECTION WITH THE
OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN THE PRECEDING PARAGRAPH, THE
COMPANY SHALL PROMPTLY MAKE AVAILABLE TO THE TRUSTEE A REASONABLE SUPPLY OF
SECURITIES THAT ARE NOT IN THE FORM OF GLOBAL SECURITIES. THE TRUSTEE SHALL BE
ENTITLED TO RELY UPON ANY ORDER, DIRECTION OR