REGISTERED IN THE NAME OF THE APPROPRIATE DEPOSITARY OR A
NOMINEE THEREOF AND DELIVERED TO SUCH DEPOSITARY OR A NOMINEE THEREOF OR
CUSTODIAN THEREFOR.
(II)
TRANSFER TO PERSONS OTHER THAN DEPOSITARY.
NOTWITHSTANDING
ANY OTHER PROVISION IN THIS INDENTURE OR THE NOTES, NO GLOBAL SECURITY MAY BE
EXCHANGED IN WHOLE OR IN PART FOR NOTES 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 APPROPRIATE DEPOSITARY OR A NOMINEE THEREOF UNLESS (A) DTC NOTIFIES THE
COMPANY THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY FOR SUCH GLOBAL
SECURITY, OR DTC CEASES TO BE A CLEARING AGENCY REGISTERED UNDER THE UNITED
STATES SECURITIES EXCHANGE ACT OF 1934, AND A SUCCESSOR TO DTC IS NOT APPOINTED
BY THE COMPANY OR (B) IN THE CASE OF ANY GLOBAL SECURITY, AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING WITH RESPECT THERETO AND THE OWNER OF A
BENEFICIAL INTEREST THEREIN REQUESTS SUCH EXCHANGE OR TRANSFER.
ANY GLOBAL
SECURITY EXCHANGED PURSUANT TO CLAUSE (A) ABOVE SHALL BE SO EXCHANGED IN WHOLE
AND NOT
35
IN PART AND ANY GLOBAL SECURITY EXCHANGED PURSUANT TO CLAUSE (B) ABOVE MAY BE
EXCHANGED IN WHOLE OR FROM TIME TO TIME IN PART AS DIRECTED BY DTC.
ANY
SECURITY ISSUED IN EXCHANGE FOR A GLOBAL SECURITY OR ANY PORTION THEREOF SHALL
BE A GLOBAL SECURITY, PROVIDED THAT ANY SUCH SECURITY SO ISSUED THAT IS
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE APPROPRIATE DEPOSITARY OR A
NOMINEE THEREOF SHALL NOT BE A GLOBAL SECURITY.
(III)
GLOBAL SECURITY TO PHYSICAL NOTE.
PHYSICAL NOTES ISSUED IN
EXCHANGE FOR A GLOBAL SECURITY OR ANY PORTION THEREOF PURSUANT TO CLAUSE (II)
ABOVE SHALL BE ISSUED IN DEFINITIVE, FULLY REGISTERED FORM WITHOUT INTEREST
COUPONS, AND SHALL HAVE AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THAT OF SUCH
GLOBAL SECURITY OR PORTION THEREOF TO BE SO EXCHANGED, SHALL BE REGISTERED IN
SUCH NAMES AND BE IN SUCH AUTHORIZED DENOMINATIONS AS THE APPROPRIATE DEPOSITARY
SHALL DESIGNATE AND SHALL BEAR ANY LEGENDS REQUIRED HEREUNDER.
ANY GLOBAL
SECURITY TO BE EXCHANGED IN WHOLE SHALL BE SURRENDERED BY THE APPROPRIATE
DEPOSITARY TO THE REGISTRAR.
WITH REGARD TO ANY GLOBAL SECURITY TO BE EXCHANGED
IN PART, EITHER SUCH GLOBAL SECURITY SHALL BE SO SURRENDERED FOR EXCHANGE OR IF
THE TRUSTEE IS ACTING AS CUSTODIAN FOR DTC OR ITS NOMINEE WITH RESPECT TO SUCH
GLOBAL SECURITY, 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, AS AUTHENTICATING AGENT.
UPON
ANY SUCH SURRENDER OR ADJUSTMENT, THE TRUSTEE SHALL AUTHENTICATE AND DELIVER THE
SECURITY ISSUABLE ON SUCH EXCHANGE TO OR UPON THE ORDER OF THE APPROPRIATE
DEPOSITARY OR AN AUTHORIZED REPRESENTATIVE THEREOF.
(IV)
IN THE EVENT OF THE OCCURRENCE OF ANY OF THE EVENTS SPECIFIED IN
CLAUSE (II) ABOVE, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO THE TRUSTEE A
REASONABLE SUPPLY OF