ANY SECURITY NOT SO ACCOMPANIED BY
A PROPERLY COMPLETED CERTIFICATE.
(D)
THE RESTRICTIONS IMPOSED BY THE LEGEND UPON
THE TRANSFERABILITY OF ANY SECURITY SHALL CEASE AND TERMINATE WHEN SUCH SECURITY
HAS BEEN SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR TRANSFERRED IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES
ACT (OR ANY SUCCESSOR PROVISION THERETO) OR, IF EARLIER, UPON THE EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES THEREOF UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION).
ANY SECURITY AS TO WHICH SUCH
RESTRICTIONS ON TRANSFER SHALL HAVE EXPIRED IN ACCORDANCE WITH THEIR TERMS OR
SHALL HAVE TERMINATED MAY, UPON A SURRENDER OF SUCH SECURITY FOR EXCHANGE TO THE
REGISTRAR IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 2.12 (ACCOMPANIED,
IN THE EVENT THAT SUCH RESTRICTIONS ON TRANSFER HAVE TERMINATED BY REASON OF A
TRANSFER IN COMPLIANCE WITH RULE 144 OR ANY SUCCESSOR PROVISION, BY, IF
REQUESTED BY THE COMPANY OR THE REGISTRAR, AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY AND THE REGISTRAR AND ADDRESSED TO THE COMPANY AND THE
REGISTRAR, TO THE EFFECT THAT THE TRANSFER OF SUCH SECURITY HAS BEEN MADE IN
COMPLIANCE WITH RULE 144 OR SUCH SUCCESSOR PROVISION), BE EXCHANGED FOR A NEW
SECURITY, OF LIKE TENOR AND AGGREGATE PRINCIPAL AMOUNT, WHICH SHALL NOT BEAR THE
RESTRICTIVE LEGEND.
THE COMPANY SHALL INFORM THE TRUSTEE OF THE EFFECTIVE DATE
OF ANY REGISTRATION STATEMENT REGISTERING THE OFFER AND SALE OF THE SECURITIES
UNDER THE SECURITIES ACT.
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACTION TAKEN
OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH IN ACCORDANCE WITH THE AFOREMENTIONED
OPINION OF COUNSEL OR REGISTRATION STATEMENT.
As used in Sections 2.12(c) and (d), the term "transfer" encompasses any sale,
pledge, transfer, hypothecation or other disposition of any Security.
(E)
THE PROVISIONS BELOW SHALL APPLY ONLY TO
GLOBAL SECURITIES:
17
(1)
EACH GLOBAL SECURITY AUTHENTICATED UNDER
THIS INDENTURE SHALL BE REGISTERED IN THE NAME OF THE DEPOSITARY 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
PURPOSES OF THIS INDENTURE.
(2)
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THIS INDENTURE OR THE SECURITIES, A GLOBAL SECURITY SHALL NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF A GLOBAL SECURITY
IN WHOLE OR IN PART SHALL BE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE
DEPOSITARY OR ONE OR MORE NOMINEES THEREOF; PROVIDED THAT A GLOBAL SECURITY MAY
BE EXCHANGED FOR SECURITIES REGISTERED IN THE NAMES OF ANY PERSON DESIGNATED BY
THE DEPOSITARY IN THE EVENT THAT (A) THE DEPOSITARY HAS NOTIFIED THE COMPANY
THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY FOR SUCH GLOBAL
SECURITY OR SUCH DEPOSITARY HAS CEASED TO BE A "CLEARING AGENCY" REGISTERED
UNDER THE EXCHANGE ACT, AND A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE
COMPANY WITHIN 90 DAYS AFTER RECEIVING SUCH NOTICE OR BECOMING AWARE THAT