SECURITY (OR ANY PORTION THEREOF) TO OR UPON THE ORDER OF, AND REGISTERED IN
SUCH NAMES AS MAY BE DIRECTED BY, THE DEPOSITARY OR ITS AUTHORIZED
REPRESENTATIVE. UPON THE REQUEST OF THE TRUSTEE IN CONNECTION WITH THE
OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN THE PRECEDING PARAGRAPH, THE
COMPANY SHALL PROMPTLY MAKE AVAILABLE TO THE TRUSTEE A REASONABLE SUPPLY OF
SECURITIES THAT ARE NOT IN THE FORM OF GLOBAL SECURITIES. THE TRUSTEE SHALL BE
ENTITLED TO RELY UPON ANY ORDER, DIRECTION OR REQUEST OF THE DEPOSITARY OR ITS
AUTHORIZED REPRESENTATIVE WHICH IS GIVEN OR MADE PURSUANT TO THIS ARTICLE IF
SUCH ORDER, DIRECTION OR REQUEST IS GIVEN OR MADE IN ACCORDANCE WITH THE
APPLICABLE PROCEDURES.
(D)
EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF
TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, A GLOBAL SECURITY OR ANY PORTION
THEREOF, WHETHER PURSUANT TO THIS ARTICLE OR OTHERWISE, SHALL BE AUTHENTICATED
AND DELIVERED IN THE FORM OF, AND SHALL BE, A REGISTERED GLOBAL SECURITY, UNLESS
SUCH SECURITY IS REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY
FOR SUCH GLOBAL SECURITY OR A NOMINEE THEREOF, IN WHICH CASE SUCH SECURITY SHALL
BE AUTHENTICATED AND DELIVERED IN DEFINITIVE, FULLY REGISTERED FORM, WITHOUT
INTEREST COUPONS.
(E)
THE DEPOSITARY OR ITS NOMINEE, AS REGISTERED OWNER OF A GLOBAL
SECURITY, SHALL BE THE HOLDER OF SUCH GLOBAL SECURITY FOR ALL PURPOSES UNDER THE
INDENTURE AND THE SECURITIES, AND OWNERS OF BENEFICIAL INTERESTS IN A GLOBAL
SECURITY SHALL HOLD SUCH INTERESTS PURSUANT TO THE APPLICABLE PROCEDURES.
ACCORDINGLY, ANY SUCH OWNER'S BENEFICIAL INTEREST IN A GLOBAL SECURITY WILL
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BE SHOWN ONLY ON, AND THE TRANSFER OF SUCH INTEREST SHALL BE EFFECTED ONLY
THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY OR ITS NOMINEE OR ITS AGENT
MEMBERS AND SUCH OWNERS OF BENEFICIAL INTERESTS IN A GLOBAL SECURITY WILL NOT BE
CONSIDERED THE OWNERS OR HOLDERS THEREOF.
(2)
NON-GLOBAL SECURITIES.
SECURITIES ISSUED UPON THE EVENTS DESCRIBED
IN SECTION 3.4(1)(B) SHALL BE IN DEFINITIVE, FULLY REGISTERED FORM, WITHOUT
INTEREST COUPONS, AND SHALL BEAR THE RESTRICTED SECURITIES LEGEND IF AND AS
REQUIRED BY THIS INDENTURE.
Section 3.5
Registration; Registration of Transfer and Exchange;
Restrictions on Transfer.
(1)
THE COMPANY SHALL CAUSE TO BE KEPT AT THE CORPORATE TRUST OFFICE OF
THE TRUSTEE A REGISTER (THE REGISTER MAINTAINED IN SUCH OFFICE REFERRED TO AS
THE "SECURITY REGISTER") IN WHICH, SUBJECT TO SUCH REASONABLE REGULATIONS AS IT
MAY PRESCRIBE, THE COMPANY SHALL PROVIDE FOR THE REGISTRATION OF SECURITIES AND
OF TRANSFERS OF SECURITIES. THE TRUSTEE IS HEREBY APPOINTED "SECURITY REGISTRAR"
FOR THE PURPOSE OF REGISTERING SECURITIES AND TRANSFERS AND EXCHANGES OF
SECURITIES AS HEREIN PROVIDED.
Upon surrender for registration of transfer of any Security at an office or
agency of the Company designated pursuant to Section 10.2 for such purpose, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
any authorized denominations and of a like aggregate principal amount and
bearing