no
longer required in order to maintain compliance with the Securities Act.
Upon satisfaction of the conditions of any of the subparagraphs in this
subparagraph (d)(ii), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note of such Series.
(iii)
Unrestricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global
Note of such Series or transfer such Unrestricted Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note of such Series at any time.
Upon receipt of a request
for such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes of such Series.
If any such exchange or transfer from an Unrestricted Definitive Note or a
Restricted Definitive Note, as the case may be, to a beneficial interest is
effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time
when an Unrestricted Global Note has not yet been issued, the Issuers shall
issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes of the applicable Series in an aggregate principal amount equal to
the principal amount of Unrestricted Definitive Notes or Restricted Definitive
Notes, as the case may be, so transferred.
(E)
TRANSFER AND EXCHANGE OF DEFINITIVE NOTES
FOR DEFINITIVE NOTES.
UPON REQUEST BY A HOLDER OF DEFINITIVE NOTES AND SUCH
HOLDER'S COMPLIANCE WITH THE PROVISIONS OF THIS PARAGRAPH (E), THE REGISTRAR
SHALL REGISTER THE TRANSFER OR EXCHANGE OF DEFINITIVE NOTES.
PRIOR TO SUCH
REGISTRATION OF TRANSFER OR EXCHANGE, THE REQUESTING HOLDER SHALL PRESENT OR
SURRENDER TO THE REGISTRAR THE DEFINITIVE NOTES DULY ENDORSED OR ACCOMPANIED BY
A WRITTEN INSTRUCTION OF TRANSFER IN FORM SATISFACTORY TO THE REGISTRAR DULY
EXECUTED BY SUCH HOLDER OR BY ITS ATTORNEY, DULY AUTHORIZED IN WRITING.
IN
ADDITION, THE REQUESTING HOLDER SHALL PROVIDE ANY ADDITIONAL CERTIFICATIONS,
DOCUMENTS AND INFORMATION, AS APPLICABLE, REQUIRED PURSUANT TO THE FOLLOWING
PROVISIONS OF THIS PARAGRAPH (E).
26
(I)
RESTRICTED DEFINITIVE NOTES TO
RESTRICTED DEFINITIVE NOTES.
ANY RESTRICTED DEFINITIVE NOTE MAY BE TRANSFERRED
TO AND REGISTERED IN THE NAME OF A PERSON WHO TAKES DELIVERY THEREOF IN THE FORM
OF A RESTRICTED DEFINITIVE NOTE OF SUCH SERIES IF THE REGISTRAR RECEIVES THE
FOLLOWING:
(A)
IF THE TRANSFER WILL BE MADE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT, THEN THE TRANSFEROR MUST DELIVER A
CERTIFICATE IN THE FORM OF EXHIBIT C-1 (IN THE CASE OF A 2014 NOTE) HERETO OR
EXHIBIT C-2 (IN THE CASE OF A 2019 NOTE) HERETO, INCLUDING THE CERTIFICATIONS IN
ITEM (1) THEREOF;
(B)
IF THE TRANSFER WILL BE MADE PURSUANT TO
RULE 903 OR RULE 904, THEN THE TRANSFEROR MUST DELIVER A CERTIFICATE IN