ACT.
(B)
THE SECURITIES SHALL BE EXECUTED ON BEHALF OF THE COMPANY BY ITS
CHAIRMAN, ITS VICE CHAIRMAN, ITS CHIEF EXECUTIVE OFFICER, ITS PRESIDENT, ITS
CHIEF FINANCIAL OFFICER, OR ONE OF ITS VICE PRESIDENTS.
THE SIGNATURE OF ANY OF
THESE OFFICERS ON THE SECURITIES
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MAY BE MANUAL OR FACSIMILE.
SECURITIES BEARING THE MANUAL OR FACSIMILE
SIGNATURES OF INDIVIDUALS WHO WERE AT ANY TIME THE PROPER OFFICERS OF THE
COMPANY SHALL BIND THE COMPANY, NOTWITHSTANDING THAT SUCH INDIVIDUALS OR ANY OF
THEM HAVE CEASED TO HOLD SUCH OFFICES PRIOR TO THE AUTHENTICATION AND DELIVERY
OF SUCH SECURITIES OR DID NOT HOLD SUCH OFFICES AT THE DATE OF SUCH SECURITIES.
(C)
NO SECURITY SHALL BE ENTITLED TO ANY BENEFIT UNDER THIS INDENTURE
OR BE VALID OR OBLIGATORY FOR ANY PURPOSE, UNLESS THERE APPEARS ON SUCH SECURITY
A CERTIFICATE OF AUTHENTICATION SUBSTANTIALLY IN THE FORM PROVIDED FOR HEREIN
EXECUTED BY THE TRUSTEE BY THE MANUAL SIGNATURE OF ONE OF ITS AUTHORIZED
SIGNATORIES, AND SUCH CERTIFICATE UPON ANY SECURITY SHALL BE CONCLUSIVE
EVIDENCE, AND THE ONLY EVIDENCE, THAT SUCH SECURITY HAS BEEN DULY AUTHENTICATED
AND DELIVERED HEREUNDER.
NOTWITHSTANDING THE FOREGOING, IF ANY SECURITY SHALL
HAVE BEEN AUTHENTICATED AND DELIVERED HEREUNDER BUT NEVER ISSUED AND SOLD BY THE
COMPANY, AND THE COMPANY SHALL DELIVER SUCH SECURITY TO THE TRUSTEE FOR
CANCELLATION AS PROVIDED IN SECTION 3.8, FOR ALL PURPOSES OF THIS INDENTURE SUCH
SECURITY SHALL BE DEEMED NEVER TO HAVE BEEN AUTHENTICATED AND DELIVERED
HEREUNDER AND SHALL NEVER BE ENTITLED TO THE BENEFITS OF THIS INDENTURE.
(D)
EACH SECURITY SHALL BE DATED THE DATE OF ITS AUTHENTICATION.
SECTION 3.4
GLOBAL SECURITIES.
(A)
UPON THE ELECTION OF THE HOLDER AFTER THE ORIGINAL ISSUE DATE,
WHICH ELECTION NEED NOT BE IN WRITING, THE SECURITIES OWNED BY SUCH HOLDER SHALL
BE ISSUED IN THE FORM OF ONE OR MORE GLOBAL SECURITIES REGISTERED IN THE NAME OF
THE DEPOSITARY OR ITS NOMINEE.
EACH GLOBAL SECURITY ISSUED UNDER THIS INDENTURE
SHALL BE REGISTERED IN THE NAME OF THE DEPOSITARY DESIGNATED BY THE 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.
(B)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS INDENTURE, NO GLOBAL
SECURITY MAY BE EXCHANGED IN WHOLE OR IN PART FOR REGISTERED SECURITIES, 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 NOMINEE
THEREOF UNLESS (1) SUCH DEPOSITARY ADVISES THE TRUSTEE AND THE COMPANY IN
WRITING THAT SUCH DEPOSITARY IS NO LONGER WILLING OR ABLE TO PROPERLY DISCHARGE
ITS RESPONSIBILITIES AS DEPOSITARY WITH RESPECT TO SUCH GLOBAL SECURITY, AND NO
QUALIFIED SUCCESSOR IS APPOINTED BY THE COMPANY WITHIN NINETY (90) DAYS OF
RECEIPT BY THE COMPANY OF SUCH NOTICE, (II) SUCH DEPOSITARY CEASES TO BE A
CLEARING AGENCY REGISTERED UNDER THE EXCHANGE ACT AND NO SUCCESSOR IS APPOINTED