QUALIFIED
SUCCESSOR IS APPOINTED BY THE ADMINISTRATORS WITHIN NINETY (90) DAYS OF RECEIPT
OF SUCH NOTICE, (II) THE DEPOSITARY CEASES TO BE A CLEARING AGENCY REGISTERED
UNDER THE EXCHANGE ACT AND THE ADMINISTRATORS FAIL TO APPOINT A QUALIFIED
SUCCESSOR WITHIN NINETY (90) DAYS OF OBTAINING KNOWLEDGE OF SUCH EVENT, (III)
THE ADMINISTRATORS AT THEIR OPTION ADVISE THE INSTITUTIONAL TRUSTEE IN WRITING
THAT THE TRUST ELECTS TO TERMINATE THE BOOK-ENTRY SYSTEM THROUGH THE DEPOSITARY
OR (IV) AN INDENTURE EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING. UPON THE
OCCURRENCE OF ANY EVENT SPECIFIED IN CLAUSE (I), (II), (III) OR (IV) ABOVE, THE
ADMINISTRATORS SHALL NOTIFY THE DEPOSITARY AND INSTRUCT THE DEPOSITARY TO NOTIFY
ALL OWNERS OF BOOK-ENTRY CAPITAL SECURITIES AND THE INSTITUTIONAL TRUSTEE OF THE
OCCURRENCE OF SUCH EVENT AND OF THE AVAILABILITY OF DEFINITIVE CAPITAL
SECURITIES CERTIFICATES TO OWNERS OF THE CAPITAL SECURITIES REQUESTING THE SAME.
UPON THE ISSUANCE OF DEFINITIVE CAPITAL SECURITIES CERTIFICATES, THE
ADMINISTRATORS AND THE INSTITUTIONAL TRUSTEE SHALL RECOGNIZE THE HOLDERS OF THE
DEFINITIVE CAPITAL SECURITIES CERTIFICATES AS HOLDERS.
(B)
IF ANY GLOBAL CAPITAL SECURITY IS TO BE EXCHANGED FOR DEFINITIVE
CAPITAL SECURITIES CERTIFICATES OR CANCELED IN PART, OR IF ANY DEFINITIVE
CAPITAL SECURITIES CERTIFICATE IS TO BE EXCHANGED IN WHOLE OR IN PART FOR ANY
GLOBAL CAPITAL SECURITY, THEN EITHER (I) SUCH GLOBAL CAPITAL SECURITY SHALL BE
SO SURRENDERED FOR EXCHANGE OR CANCELLATION AS PROVIDED IN THIS SECTION 6.4 AND
ARTICLE VIII OR (II) THE AGGREGATE LIQUIDATION AMOUNT REPRESENTED BY SUCH GLOBAL
CAPITAL SECURITY SHALL BE REDUCED, SUBJECT TO SECTION 6.3, OR INCREASED BY AN
AMOUNT EQUAL TO THE LIQUIDATION AMOUNT REPRESENTED BY THAT PORTION OF THE GLOBAL
CAPITAL SECURITY TO BE SO EXCHANGED OR CANCELED, OR EQUAL TO THE LIQUIDATION
AMOUNT REPRESENTED BY SUCH DEFINITIVE CAPITAL SECURITIES CERTIFICATES TO BE SO
EXCHANGED FOR ANY GLOBAL CAPITAL SECURITY, AS THE CASE MAY BE, BY MEANS OF AN
APPROPRIATE ADJUSTMENT MADE ON THE RECORDS OF THE SECURITIES REGISTRAR,
WHEREUPON THE INSTITUTIONAL 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 TO THE ADMINISTRATORS OR THE REGISTRAR OF ANY GLOBAL CAPITAL SECURITY
OR SECURITIES BY THE DEPOSITARY, ACCOMPANIED BY REGISTRATION INSTRUCTIONS, THE
ADMINISTRATORS, OR ANY ONE OF THEM, SHALL EXECUTE THE DEFINITIVE CAPITAL
SECURITIES CERTIFICATES IN ACCORDANCE WITH THE INSTRUCTIONS OF THE DEPOSITARY.
NONE OF THE REGISTRAR, ADMINISTRATORS, OR THE INSTITUTIONAL
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TRUSTEE SHALL BE LIABLE FOR ANY DELAY IN DELIVERY OF SUCH INSTRUCTIONS AND MAY
CONCLUSIVELY RELY ON, AND SHALL BE FULLY PROTECTED IN RELYING ON, SUCH
INSTRUCTIONS.
(C)
EVERY DEFINITIVE CAPITAL SECURITIES CERTIFICATE EXECUTED AND
DELIVERED UPON REGISTRATION OR TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, A
GLOBAL CAPITAL SECURITY OR ANY PORTION THEREOF SHALL BE EXECUTED AND DELIVERED
IN THE FORM OF, AND SHALL BE, A GLOBAL CAPITAL SECURITY, UNLESS SUCH DEFINITIVE
CAPITAL SECURITIES CERTIFICATE IS REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITARY FOR SUCH GLOBAL CAPITAL SECURITY