EACH ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM AND
SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS
AND TO GENERAL EQUITY PRINCIPLES; (2) THE SECURITIES HAVE BEEN DULY AUTHORIZED
AND EXECUTED BY THE COMPANY AND HAVE BEEN DELIVERED TO THE TRUSTEE FOR
AUTHENTICATION IN ACCORDANCE WITH THIS INDENTURE; (3) THE SECURITIES ARE NOT
REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT; AND (4) THE INDENTURE IS NOT
REQUIRED TO BE QUALIFIED UNDER THE TRUST INDENTURE ACT.
(B)
THE SECURITIES SHALL BE EXECUTED ON BEHALF OF THE COMPANY BY ITS
CHAIRMAN OF THE BOARD, ITS VICE CHAIRMAN OF THE BOARD, ITS CHIEF EXECUTIVE
OFFICER, ITS PRESIDENT OR ONE OF ITS VICE PRESIDENTS.
THE SIGNATURE OF ANY OF
THESE OFFICERS ON THE SECURITIES MAY BE MANUAL OR FACSIMILE.
SECURITIES BEARING
THE MANUAL OR FACSIMILE SIGNATURES OF INDIVIDUALS WHO WERE AT ANY TIME THE
PROPER OFFICERS OF THE COMPANY SHALL BIND THE COMPANY, NOTWITHSTANDING THAT SUCH
INDIVIDUALS OR ANY OF THEM HAVE CEASED TO HOLD SUCH OFFICES PRIOR TO THE
AUTHENTICATION AND DELIVERY OF SUCH SECURITIES OR DID NOT HOLD SUCH OFFICES AT
THE DATE OF SUCH SECURITIES.
(C)
NO SECURITY SHALL BE ENTITLED TO ANY BENEFIT UNDER THIS INDENTURE
OR BE VALID OR OBLIGATORY FOR ANY PURPOSE, UNLESS THERE APPEARS ON SUCH SECURITY
A CERTIFICATE OF AUTHENTICATION SUBSTANTIALLY IN THE FORM PROVIDED FOR HEREIN
EXECUTED BY THE TRUSTEE BY THE MANUAL SIGNATURE OF ONE OF ITS AUTHORIZED
SIGNATORIES, AND SUCH CERTIFICATE UPON ANY SECURITY SHALL BE CONCLUSIVE
EVIDENCE, AND THE ONLY EVIDENCE, THAT SUCH SECURITY HAS BEEN DULY AUTHENTICATED
AND DELIVERED HEREUNDER.
NOTWITHSTANDING THE FOREGOING, IF ANY SECURITY SHALL
HAVE BEEN AUTHENTICATED AND DELIVERED HEREUNDER BUT NEVER ISSUED AND SOLD BY THE
COMPANY, AND THE COMPANY SHALL DELIVER SUCH SECURITY TO THE TRUSTEE FOR
CANCELLATION AS PROVIDED IN SECTION 3.8, FOR ALL PURPOSES OF THIS
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INDENTURE SUCH SECURITY SHALL BE DEEMED NEVER TO HAVE BEEN AUTHENTICATED AND
DELIVERED HEREUNDER AND SHALL NEVER BE ENTITLED TO THE BENEFITS OF THIS
INDENTURE.
(D)
EACH SECURITY SHALL BE DATED THE DATE OF ITS AUTHENTICATION.
SECTION 3.4
Global Securities.
(A)
UPON THE ELECTION OF THE HOLDER AFTER THE ORIGINAL ISSUE DATE,
WHICH ELECTION NEED NOT BE IN WRITING, THE SECURITIES OWNED BY SUCH HOLDER SHALL
BE ISSUED IN THE FORM OF ONE OR MORE GLOBAL SECURITIES REGISTERED IN THE NAME OF
THE DEPOSITARY OR ITS NOMINEE.
EACH GLOBAL SECURITY ISSUED UNDER THIS INDENTURE
SHALL BE REGISTERED IN THE NAME OF THE DEPOSITARY DESIGNATED BY THE COMPANY FOR
SUCH GLOBAL SECURITY OR A NOMINEE THEREOF AND DELIVERED TO SUCH DEPOSITARY OR A
NOMINEE THEREOF OR CUSTODIAN THEREFOR, AND EACH SUCH GLOBAL SECURITY SHALL
CONSTITUTE A SINGLE SECURITY FOR ALL PURPOSES OF THIS INDENTURE.
(B)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS INDENTURE, NO GLOBAL
SECURITY MAY BE EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES, AND NO
TRANSFER OF A GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY