THE
DEPOSITARY HAS CEASED TO BE A "CLEARING AGENCY," OR (B) AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING WITH RESPECT TO THE SECURITIES.
ANY GLOBAL SECURITY
EXCHANGED PURSUANT TO SUBCLAUSE (A) ABOVE SHALL BE SO EXCHANGED IN WHOLE AND NOT
IN PART, AND ANY GLOBAL SECURITY EXCHANGED PURSUANT TO SUBCLAUSE (B) ABOVE MAY
BE EXCHANGED IN WHOLE OR FROM TIME TO TIME IN PART AS DIRECTED BY THE
DEPOSITARY.
ANY SECURITY ISSUED IN EXCHANGE FOR A GLOBAL SECURITY OR ANY
PORTION THEREOF SHALL BE A GLOBAL SECURITY; PROVIDED FURTHER THAT ANY SUCH
SECURITY SO ISSUED THAT IS REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF SHALL NOT BE A GLOBAL SECURITY.
(3)
SECURITIES ISSUED IN EXCHANGE FOR A GLOBAL
SECURITY OR ANY PORTION THEREOF SHALL BE ISSUED IN DEFINITIVE, FULLY REGISTERED
FORM, WITHOUT INTEREST COUPONS, SHALL HAVE AN AGGREGATE PRINCIPAL AMOUNT EQUAL
TO THAT OF SUCH GLOBAL SECURITY OR PORTION THEREOF TO BE SO EXCHANGED, SHALL BE
REGISTERED IN SUCH NAMES AND BE IN SUCH AUTHORIZED DENOMINATIONS AS THE
DEPOSITARY SHALL DESIGNATE AND SHALL BEAR THE APPLICABLE LEGENDS PROVIDED FOR
HEREIN.
ANY GLOBAL SECURITY TO BE EXCHANGED IN WHOLE SHALL BE SURRENDERED BY
THE DEPOSITARY TO THE TRUSTEE, AS REGISTRAR.
WITH REGARD TO ANY GLOBAL SECURITY
TO BE EXCHANGED IN PART, EITHER SUCH GLOBAL SECURITY SHALL BE SO SURRENDERED FOR
EXCHANGE OR, IF THE TRUSTEE IS ACTING AS CUSTODIAN FOR THE DEPOSITARY OR ITS
NOMINEE WITH RESPECT TO SUCH GLOBAL SECURITY, THE PRINCIPAL AMOUNT THEREOF SHALL
BE REDUCED, BY AN AMOUNT EQUAL TO THE PORTION THEREOF TO BE SO EXCHANGED, BY
MEANS OF AN APPROPRIATE ADJUSTMENT MADE ON THE RECORDS OF THE TRUSTEE.
UPON ANY
SUCH SURRENDER OR ADJUSTMENT, THE TRUSTEE SHALL AUTHENTICATE AND DELIVER THE
SECURITY ISSUABLE ON SUCH EXCHANGE TO OR UPON THE ORDER OF THE DEPOSITARY OR AN
AUTHORIZED REPRESENTATIVE THEREOF.
(4)
SUBJECT TO CLAUSE (6) OF THIS
SECTION 2.12(E), THE REGISTERED HOLDER MAY GRANT PROXIES AND OTHERWISE AUTHORIZE
ANY PERSON, INCLUDING AGENT MEMBERS AND PERSONS THAT MAY HOLD INTERESTS THROUGH
AGENT MEMBERS, TO TAKE ANY ACTION WHICH A HOLDER IS ENTITLED TO TAKE UNDER THIS
INDENTURE OR THE SECURITIES.
(5)
IN THE EVENT OF THE OCCURRENCE OF ANY OF
THE EVENTS SPECIFIED IN CLAUSE (2) OF THIS SECTION 2.12(E), THE COMPANY WILL
PROMPTLY MAKE AVAILABLE TO THE TRUSTEE A REASONABLE SUPPLY OF CERTIFICATED
SECURITIES IN DEFINITIVE, FULLY REGISTERED FORM, WITHOUT INTEREST COUPONS.
(6)
NEITHER AGENT MEMBERS NOR ANY OTHER PERSONS
ON WHOSE BEHALF AGENT MEMBERS MAY ACT SHALL HAVE ANY RIGHTS UNDER THIS INDENTURE
WITH RESPECT TO ANY GLOBAL SECURITY REGISTERED IN THE NAME OF THE DEPOSITARY OR
ANY NOMINEE THEREOF, OR UNDER ANY SUCH GLOBAL SECURITY, AND THE DEPOSITARY OR
SUCH NOMINEE, AS THE CASE MAY BE, MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT OF THE COMPANY OR THE TRUSTEE AS THE ABSOLUTE OWNER AND HOLDER OF SUCH
GLOBAL SECURITY FOR ALL PURPOSES WHATSOEVER.
NOTWITHSTANDING THE FOREGOING,
NOTHING HEREIN SHALL
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