SHALL BE REGISTERED IN THE NAME OF THE DEPOSITARY DESIGNATED BY THE
COMPANY FOR SUCH GLOBAL DEBENTURE OR A NOMINEE THEREOF, DELIVERED TO SUCH
DEPOSITARY OR A NOMINEE THEREOF OR CUSTODIAN THEREFOR AND SHALL CONTAIN SUCH
LEGENDS AS MAY BE REQUIRED BY THE DEPOSITARY AND EACH SUCH GLOBAL DEBENTURE
SHALL CONSTITUTE A SINGLE DEBENTURE FOR ALL PURPOSES OF THIS INDENTURE.
(B)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS INDENTURE, NO GLOBAL
DEBENTURE MAY BE EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES REGISTERED, AND NO
TRANSFER OF A GLOBAL DEBENTURE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE
NAME OF ANY PERSON OTHER THAN THE DEPOSITARY FOR SUCH GLOBAL DEBENTURE OR A
NOMINEE THEREOF UNLESS (I) SUCH DEPOSITARY ADVISES THE TRUSTEE AND THE COMPANY
IN WRITING THAT SUCH DEPOSITARY IS NO LONGER WILLING OR ABLE TO PROPERLY
DISCHARGE ITS RESPONSIBILITIES AS DEPOSITARY WITH RESPECT TO SUCH GLOBAL
DEBENTURE, AND NO QUALIFIED SUCCESSOR IS APPOINTED BY THE COMPANY WITHIN NINETY
(90) DAYS OF RECEIPT BY THE COMPANY OF SUCH NOTICE, (II) SUCH DEPOSITARY CEASES
TO BE A CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT AND NO SUCCESSOR IS
APPOINTED BY THE COMPANY WITHIN NINETY (90) DAYS AFTER OBTAINING KNOWLEDGE OF
SUCH EVENT, (III) THE COMPANY EXECUTES AND DELIVERS TO THE TRUSTEE A COMPANY
ORDER STATING THAT THE COMPANY ELECTS TO TERMINATE THE BOOK-ENTRY SYSTEM THROUGH
THE DEPOSITARY OR (IV) AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING.
UPON THE OCCURRENCE OF ANY EVENT SPECIFIED IN CLAUSE (I), (II),
(III) OR (IV) ABOVE, THE TRUSTEE SHALL NOTIFY THE
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DEPOSITARY AND INSTRUCT THE DEPOSITARY TO NOTIFY ALL OWNERS OF BENEFICIAL
INTERESTS IN SUCH GLOBAL DEBENTURE OF THE OCCURRENCE OF SUCH EVENT AND OF THE
AVAILABILITY OF DEBENTURES TO SUCH OWNERS OF BENEFICIAL INTERESTS REQUESTING THE
SAME.
UPON THE ISSUANCE OF SUCH DEBENTURES AND THE REGISTRATION IN THE
DEBENTURE REGISTER OF SUCH DEBENTURES IN THE NAMES OF THE HOLDERS OF THE
BENEFICIAL INTERESTS THEREIN, THE TRUSTEE SHALL RECOGNIZE SUCH HOLDERS OF
BENEFICIAL INTERESTS AS HOLDERS.
(C)
IF ANY GLOBAL DEBENTURE IS TO BE EXCHANGED FOR OTHER DEBENTURES OR
CANCELED IN PART, OR IF ANOTHER DEBENTURE IS TO BE EXCHANGED IN WHOLE OR IN PART
FOR A BENEFICIAL INTEREST IN ANY GLOBAL DEBENTURE, THEN EITHER (I) SUCH GLOBAL
DEBENTURE SHALL BE SO SURRENDERED FOR EXCHANGE OR CANCELLATION AS PROVIDED IN
THIS ARTICLE II OR (II) THE PRINCIPAL AMOUNT THEREOF SHALL BE REDUCED OR
INCREASED BY AN AMOUNT EQUAL TO THE PORTION THEREOF TO BE SO EXCHANGED OR
CANCELED, OR EQUAL TO THE PRINCIPAL AMOUNT OF SUCH OTHER DEBENTURES TO BE SO
EXCHANGED FOR A BENEFICIAL INTEREST THEREIN, AS THE CASE MAY BE, BY MEANS OF AN
APPROPRIATE ADJUSTMENT MADE ON THE RECORDS OF THE DEBENTURE REGISTRAR, WHEREUPON
THE TRUSTEE, IN ACCORDANCE WITH THE APPLICABLE DEPOSITARY PROCEDURES, SHALL
INSTRUCT THE DEPOSITARY OR ITS AUTHORIZED REPRESENTATIVE TO MAKE A CORRESPONDING
ADJUSTMENT TO ITS RECORDS.
UPON ANY SUCH SURRENDER OR ADJUSTMENT OF A GLOBAL
DEBENTURE BY THE DEPOSITARY, ACCOMPANIED BY REGISTRATION INSTRUCTIONS, THE