DEPOSITARY OR A NOMINEE THEREOF OR CUSTODIAN THEREFOR, AND EACH SUCH GLOBAL
NOTE SHALL CONSTITUTE A SINGLE NOTE FOR ALL PURPOSES OF THIS INDENTURE.
(II)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS INDENTURE, NO GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE OR IN PART FOR NOTES REGISTERED, AND NO TRANSFER
OF A GLOBAL NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF UNLESS (1) THE DEPOSITARY
(X) HAS NOTIFIED THE ISSUER THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS
DEPOSITARY FOR SUCH GLOBAL NOTE OR (Y) HAS CEASED TO BE A CLEARING AGENCY
REGISTERED UNDER THE EXCHANGE ACT, AND A SUCCESSOR DEPOSITARY HAS NOT BEEN
APPOINTED BY THE ISSUER WITHIN NINETY (90) CALENDAR DAYS, (2) AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING OR (3) THE ISSUER, IN ITS SOLE
DISCRETION, NOTIFIES THE TRUSTEE IN WRITING THAT IT NO LONGER WISHES TO HAVE ALL
THE NOTES REPRESENTED BY GLOBAL NOTES.
ANY GLOBAL NOTE EXCHANGED PURSUANT TO
CLAUSE (1) OR (2) ABOVE SHALL BE SO EXCHANGED IN WHOLE AND NOT IN PART AND ANY
GLOBAL NOTE EXCHANGED PURSUANT TO CLAUSE (3) ABOVE MAY BE EXCHANGED IN WHOLE OR
FROM TIME TO TIME IN PART AS DIRECTED BY THE ISSUER.
ANY NOTE ISSUED IN
EXCHANGE FOR A GLOBAL NOTE OR ANY PORTION THEREOF SHALL BE A GLOBAL NOTE;
PROVIDED THAT ANY SUCH NOTE SO ISSUED THAT IS REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF SHALL NOT BE A GLOBAL NOTE.
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(III)
NOTES ISSUED IN EXCHANGE FOR A GLOBAL NOTE OR ANY PORTION THEREOF
PURSUANT TO CLAUSE (II) ABOVE SHALL BE ISSUED IN DEFINITIVE, FULLY REGISTERED
FORM, WITHOUT INTEREST COUPONS, SHALL HAVE AN AGGREGATE PRINCIPAL AMOUNT EQUAL
TO THAT OF SUCH GLOBAL NOTE OR PORTION THEREOF TO BE SO EXCHANGED, SHALL BE
REGISTERED IN SUCH NAMES AND BE IN SUCH AUTHORIZED DENOMINATIONS AS THE
DEPOSITARY SHALL DESIGNATE AND SHALL BEAR ANY LEGENDS REQUIRED HEREUNDER.
ANY
GLOBAL NOTE TO BE EXCHANGED IN WHOLE SHALL BE SURRENDERED BY THE DEPOSITARY TO
THE TRUSTEE, AS NOTE REGISTRAR.
WITH REGARD TO ANY GLOBAL NOTE TO BE EXCHANGED
IN PART, EITHER SUCH GLOBAL NOTE SHALL BE SO SURRENDERED FOR EXCHANGE OR, IF THE
TRUSTEE IS ACTING AS CUSTODIAN FOR THE DEPOSITARY OR ITS NOMINEE WITH RESPECT TO
SUCH GLOBAL NOTE, THE PRINCIPAL AMOUNT THEREOF SHALL BE REDUCED, BY AN AMOUNT
EQUAL TO THE PORTION THEREOF TO BE SO EXCHANGED, BY MEANS OF AN APPROPRIATE
ADJUSTMENT MADE ON THE RECORDS OF THE TRUSTEE.
UPON ANY SUCH SURRENDER OR
ADJUSTMENT, THE TRUSTEE SHALL AUTHENTICATE AND MAKE AVAILABLE FOR DELIVERY THE
NOTE ISSUABLE ON SUCH EXCHANGE TO OR UPON THE WRITTEN ORDER OF THE DEPOSITARY OR
AN AUTHORIZED REPRESENTATIVE THEREOF.
(IV)
IN THE EVENT OF THE OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN
CLAUSE (II) ABOVE, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO THE TRUSTEE A
REASONABLE SUPPLY OF CERTIFICATED NOTES IN DEFINITIVE, FULLY REGISTERED