IN CLAUSE (I), (II) OR (III) ABOVE, THE
TRUSTEE SHALL NOTIFY THE 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 DEBT SECURITIES IN CERTIFICATED FORM TO
SUCH BENEFICIAL OWNERS REQUESTING THE SAME.
UPON THE ISSUANCE OF SUCH DEBT
SECURITIES IN CERTIFICATED FORM AND THE REGISTRATION IN THE DEBT SECURITY
REGISTER OF SUCH DEBT SECURITIES IN THE NAMES OF THE HOLDERS
19
THEREOF, THE TRUSTEE SHALL RECOGNIZE SUCH HOLDERS AS HOLDERS OF DEBT SECURITIES
FOR ALL PURPOSES OF THIS INDENTURE AND THE DEBT SECURITIES.
(C)
IF ANY GLOBAL DEBENTURE IS TO BE EXCHANGED
FOR DEBT SECURITIES IN CERTIFICATED FORM OR CANCELED IN PART, OR IF A DEBT
SECURITY IN CERTIFICATED FORM 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
HEREIN OR (II) THE PRINCIPAL AMOUNT THEREOF SHALL BE REDUCED OR INCREASED,
SUBJECT TO SECTION 2.03, BY AN AMOUNT EQUAL TO THE PORTION THEREOF TO BE SO
EXCHANGED OR CANCELED, OR EQUAL TO THE PRINCIPAL AMOUNT OF SUCH DEBT 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 DEBT SECURITY 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 COMPANY SHALL EXECUTE AND THE TRUSTEE SHALL AUTHENTICATE AND
DELIVER DEBT SECURITIES ISSUABLE IN EXCHANGE FOR SUCH GLOBAL DEBENTURE (OR ANY
PORTION THEREOF) IN ACCORDANCE WITH THE INSTRUCTIONS OF THE DEPOSITARY.
THE
TRUSTEE MAY CONCLUSIVELY RELY ON, AND SHALL BE FULLY PROTECTED IN RELYING ON,
SUCH INSTRUCTIONS.
(D)
EVERY DEBT SECURITY AUTHENTICATED AND
DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, A
GLOBAL DEBENTURE OR ANY PORTION THEREOF SHALL BE AUTHENTICATED AND DELIVERED IN
THE FORM OF, AND SHALL BE, A GLOBAL DEBENTURE, UNLESS SUCH DEBT SECURITY IS
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY FOR SUCH GLOBAL
DEBENTURE OR A NOMINEE THEREOF.
(E)
DEBT SECURITIES DISTRIBUTED TO HOLDERS OF
BOOK-ENTRY CAPITAL SECURITIES (AS DEFINED IN THE DECLARATION) UPON THE
DISSOLUTION OF THE TRUST SHALL BE DISTRIBUTED IN THE FORM OF ONE OR MORE GLOBAL
DEBENTURES REGISTERED IN THE NAME OF THE DEPOSITARY OR ITS NOMINEE, AND
DEPOSITED WITH THE DEBT SECURITIES REGISTRAR, AS CUSTODIAN FOR SUCH DEPOSITARY,
OR WITH SUCH DEPOSITARY, FOR CREDIT BY THE DEPOSITARY TO THE OWNERS OF
BENEFICIAL INTERESTS IN SUCH BOOK-ENTRY CAPITAL SECURITIES.
DEBT SECURITIES
DISTRIBUTED TO HOLDERS OF CAPITAL SECURITIES IN CERTIFICATED FORM UPON THE
DISSOLUTION OF THE TRUST SHALL BE ISSUED IN CERTIFICATED FORM.
(F)
THE DEPOSITARY OR ITS NOMINEE, AS THE
REGISTERED OWNER OF A GLOBAL