SHALL BE LIMITED TO TRANSFER IN
WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, ITS SUCCESSORS OR THEIR RESPECTIVE
NOMINEES.
INTERESTS OF BENEFICIAL OWNERS IN THE GLOBAL SECURITIES MAY BE
TRANSFERRED OR EXCHANGED FOR PHYSICAL SECURITIES IN ACCORDANCE WITH THE RULES
AND PROCEDURES OF THE DEPOSITARY.
IN ADDITION, A GLOBAL SECURITY SHALL BE
EXCHANGEABLE FOR PHYSICAL SECURITIES IF (I) THE DEPOSITARY (X) NOTIFIES THE
COMPANY THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITORY FOR SUCH GLOBAL
SECURITY AND THE COMPANY THEREUPON FAILS TO APPOINT A SUCCESSOR DEPOSITORY
WITHIN 90 DAYS OR (Y) HAS CEASED TO BE A CLEARING AGENCY REGISTERED UNDER THE
EXCHANGE ACT OR (II) THERE SHALL HAVE OCCURRED AND BE CONTINUING AN EVENT OF
DEFAULT WITH RESPECT TO THE SECURITIES AND A HOLDER SHALL SO REQUEST (IN
ACCORDANCE WITH THE DEPOSITARY'S CUSTOMARY PROCEDURES).
IN ALL CASES, PHYSICAL
SECURITIES DELIVERED IN EXCHANGE FOR ANY GLOBAL SECURITY OR BENEFICIAL INTERESTS
THEREIN SHALL BE REGISTERED IN THE NAMES, AND ISSUED IN ANY APPROVED
DENOMINATIONS, REQUESTED BY OR ON BEHALF OF THE DEPOSITARY (IN ACCORDANCE WITH
ITS CUSTOMARY PROCEDURES).
(C)
IN CONNECTION WITH ANY TRANSFER OR EXCHANGE OF A PORTION OF THE
BENEFICIAL INTEREST IN ANY GLOBAL SECURITY TO BENEFICIAL OWNERS OF PHYSICAL
SECURITIES PURSUANT TO PARAGRAPH (B), THE REGISTRAR SHALL REFLECT ON ITS BOOKS
AND RECORDS THE DATE AND A DECREASE IN THE PRINCIPAL AMOUNT OF THE GLOBAL
SECURITY IN AN AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF THE BENEFICIAL INTEREST
IN THE GLOBAL SECURITY TO BE TRANSFERRED OR EXCHANGED, AND THE COMPANY SHALL
EXECUTE, AND THE TRUSTEE SHALL UPON RECEIPT OF A WRITTEN ORDER FROM THE COMPANY
AUTHENTICATE AND MAKE AVAILABLE FOR DELIVERY, ONE OR MORE PHYSICAL SECURITIES OF
LIKE TENOR AND AMOUNT.
(D)
IN CONNECTION WITH THE TRANSFER OF GLOBAL SECURITIES AS AN
ENTIRETY TO BENEFICIAL OWNERS PURSUANT TO PARAGRAPH (B), THE GLOBAL SECURITIES
SHALL BE DEEMED TO BE SURRENDERED TO THE TRUSTEE FOR CANCELLATION, AND THE
COMPANY SHALL EXECUTE, AND THE TRUSTEE SHALL AUTHENTICATE AND DELIVER, TO EACH
BENEFICIAL OWNER IDENTIFIED BY THE DEPOSITARY IN WRITING IN EXCHANGE FOR ITS
BENEFICIAL INTEREST IN THE GLOBAL SECURITIES, AN EQUAL AGGREGATE PRINCIPAL
AMOUNT OF PHYSICAL SECURITIES OF AUTHORIZED DENOMINATIONS.
(E)
ANY BENEFICIAL INTEREST IN ONE OF THE GLOBAL SECURITIES THAT IS
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN ANOTHER
GLOBAL SECURITY SHALL, UPON TRANSFER, CEASE TO BE AN INTEREST IN SUCH GLOBAL
SECURITY AND BECOME AN INTEREST IN SUCH OTHER GLOBAL SECURITY AND, ACCORDINGLY,
SHALL THEREAFTER BE SUBJECT TO ALL TRANSFER RESTRICTIONS AND OTHER PROCEDURES
APPLICABLE TO BENEFICIAL INTERESTS IN SUCH OTHER GLOBAL SECURITY FOR AS LONG AS
IT REMAINS SUCH AN INTEREST.
18
(F)
THE HOLDER OF ANY GLOBAL SECURITY 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. CUSIP NUMBER. THE COMPANY IN
ISSUING THE SECURITIES MAY USE A "CUSIP"