THE SECURITIES
REPRESENTED BY GLOBAL SECURITIES.
ANY GLOBAL SECURITY EXCHANGED PURSUANT TO
CLAUSE (A) OR (B) ABOVE SHALL BE SO EXCHANGED IN WHOLE AND NOT IN PART AND ANY
GLOBAL SECURITY EXCHANGED PURSUANT TO CLAUSE (C) ABOVE MAY BE EXCHANGED IN WHOLE
OR FROM TIME TO TIME IN PART AS DIRECTED BY THE COMPANY.
ANY SECURITY ISSUED IN
EXCHANGE FOR A GLOBAL SECURITY OR ANY PORTION THEREOF SHALL BE A GLOBAL
SECURITY; PROVIDED 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.
(III)SECURITIES ISSUED IN EXCHANGE FOR A GLOBAL SECURITY OR ANY PORTION THEREOF
PURSUANT TO CLAUSE (II) ABOVE 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 ANY LEGENDS REQUIRED HEREUNDER.
ANY
GLOBAL SECURITY TO BE EXCHANGED IN WHOLE SHALL BE SURRENDERED BY THE DEPOSITARY
TO THE TRUSTEE, AS SECURITY 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 MAKE AVAILABLE
FOR DELIVERY THE SECURITY ISSUABLE ON SUCH EXCHANGE TO OR UPON THE WRITTEN ORDER
OF THE DEPOSITARY OR AN AUTHORIZED REPRESENTATIVE THEREOF.
(IV)IN THE EVENT OF THE OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN CLAUSE (II)
ABOVE, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO THE TRUSTEE A REASONABLE
SUPPLY OF CERTIFICATED SECURITIES IN DEFINITIVE, FULLY REGISTERED FORM, WITHOUT
INTEREST COUPONS.
(V)NEITHER ANY MEMBERS OF, OR PARTICIPANTS IN, THE DEPOSITARY ("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, 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 PREVENT THE COMPANY, THE TRUSTEE OR ANY AGENT OF THE
COMPANY OR THE TRUSTEE FROM GIVING EFFECT TO ANY WRITTEN CERTIFICATION, PROXY OR
OTHER AUTHORIZATION FURNISHED BY THE DEPOSITARY OR SUCH NOMINEE, AS THE CASE MAY
BE, OR IMPAIR, AS BETWEEN THE DEPOSITARY, ITS AGENT MEMBERS AND ANY OTHER PERSON
ON WHOSE BEHALF AN AGENT MEMBER MAY ACT, THE OPERATION OF CUSTOMARY PRACTICES OF
SUCH