COMPANY FOR SUCH
GLOBAL SECURITY 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 ALL PURPOSES OF THIS INDENTURE. THE COMPANY
HEREBY APPOINTS DTC AS THE DEPOSITARY.
(B)
EXCEPT FOR EXCHANGES OF GLOBAL SECURITIES FOR DEFINITIVE,
NON-GLOBAL SECURITIES AT THE SOLE DISCRETION OF THE COMPANY, NO GLOBAL SECURITY
MAY BE EXCHANGED IN WHOLE OR IN PART FOR SECURITIES REGISTERED, AND NO TRANSFER
OF A GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN THE DEPOSITARY FOR SUCH GLOBAL SECURITY OR A
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NOMINEE THEREOF UNLESS (A) SUCH DEPOSITARY (I) HAS NOTIFIED THE COMPANY THAT IT
IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY FOR SUCH GLOBAL SECURITY OR
(II) HAS CEASED TO BE A CLEARING AGENCY REGISTERED AS SUCH UNDER THE EXCHANGE
ACT OR ANNOUNCES AN INTENTION PERMANENTLY TO CEASE BUSINESS OR DOES IN FACT DO
SO OR (B) THERE SHALL HAVE OCCURRED AND BE CONTINUING AN EVENT OF DEFAULT WITH
RESPECT TO SUCH GLOBAL SECURITY.
IN SUCH EVENT, IF A SUCCESSOR DEPOSITARY FOR
SUCH GLOBAL SECURITY IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS AFTER THE
COMPANY RECEIVES SUCH NOTICE OR BECOMES AWARE OF SUCH INELIGIBILITY, THE COMPANY
WILL EXECUTE, AND THE TRUSTEE, UPON RECEIPT OF AN OFFICERS' CERTIFICATE
DIRECTING THE AUTHENTICATION AND DELIVERY OF SECURITIES, WILL AUTHENTICATE AND
DELIVER, SECURITIES, IN ANY AUTHORIZED DENOMINATIONS IN AN AGGREGATE PRINCIPAL
AMOUNT EQUAL TO THE PRINCIPAL AMOUNT OF SUCH GLOBAL SECURITY IN EXCHANGE FOR
SUCH GLOBAL SECURITY.
(C)
IF ANY GLOBAL SECURITY IS TO BE EXCHANGED FOR OTHER SECURITIES OR
CANCELED IN WHOLE, IT SHALL BE SURRENDERED BY OR ON BEHALF OF THE DEPOSITARY OR
ITS NOMINEE TO THE TRUSTEE, AS SECURITY REGISTRAR, FOR EXCHANGE OR CANCELLATION,
AS PROVIDED IN THIS ARTICLE III. IF ANY GLOBAL SECURITY IS TO BE EXCHANGED FOR
OTHER SECURITIES OR CANCELED IN PART, OR IF ANOTHER SECURITY IS TO BE EXCHANGED
IN WHOLE OR IN PART FOR A BENEFICIAL INTEREST IN ANY GLOBAL SECURITY, IN EACH
CASE, AS PROVIDED IN SECTION 3.5, THEN EITHER (A) SUCH GLOBAL SECURITY SHALL BE
SO SURRENDERED FOR EXCHANGE OR CANCELLATION, AS PROVIDED IN THIS ARTICLE, OR (B)
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 SECURITY 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 TRUSTEE, AS SECURITY REGISTRAR, WHEREUPON THE TRUSTEE, IN
ACCORDANCE WITH THE APPLICABLE 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 SECURITY, THE TRUSTEE SHALL,
SUBJECT TO SECTION 3.5(3) AND AS OTHERWISE PROVIDED IN THIS ARTICLE III,
AUTHENTICATE AND DELIVER ANY SECURITIES ISSUABLE IN EXCHANGE FOR SUCH GLOBAL