ON ITS BOOKS AND RECORDS THE DATE AND A DECREASE IN
THE PRINCIPAL AMOUNT OF THE GLOBAL SECURITY IN AN AMOUNT EQUAL TO THE PRINCIPAL
AMOUNT OF THE BENEFICIAL INTEREST IN THE GLOBAL SECURITY TO BE TRANSFERRED, AND
THE COMPANY SHALL EXECUTE, AND THE TRUSTEE SHALL AUTHENTICATE AND DELIVER, ONE
OR MORE PHYSICAL SECURITIES OF LIKE TENOR AND PRINCIPAL AMOUNT OF AUTHORIZED
DENOMINATIONS.
(D)
IN CONNECTION WITH THE TRANSFER OF GLOBAL SECURITIES AS AN
ENTIRETY TO BENEFICIAL OWNERS PURSUANT TO PARAGRAPH (B), THE GLOBAL SECURITIES
SHALL BE DEEMED TO BE SURRENDERED TO THE TRUSTEE FOR CANCELLATION, AND THE
COMPANY SHALL EXECUTE, AND THE TRUSTEE SHALL AUTHENTICATE AND DELIVER, TO EACH
BENEFICIAL OWNER IDENTIFIED BY THE DEPOSITORY IN EXCHANGE FOR ITS BENEFICIAL
INTEREST IN THE GLOBAL SECURITIES, AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF
PHYSICAL SECURITIES OF LIKE TENOR OF AUTHORIZED DENOMINATIONS.
(E)
ANY PHYSICAL SECURITY DELIVERED IN EXCHANGE FOR AN INTEREST IN A
GLOBAL SECURITY PURSUANT TO PARAGRAPH (B) OR (C) OF THIS SECTION 313 SHALL,
EXCEPT AS OTHERWISE PROVIDED BY CLAUSE (1)(X) OF PARAGRAPH (A) AND BY PARAGRAPH
(D) OF SECTION 314, BEAR THE LEGEND SET FORTH IN SECTION 205.
(F)
THE HOLDER OF ANY GLOBAL SECURITY MAY GRANT PROXIES AND OTHERWISE
AUTHORIZE ANY PERSON, INCLUDING AGENT MEMBERS AND PERSONS THAT MAY HOLD
INTERESTS THROUGH
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AGENT MEMBERS, TO TAKE ANY ACTION THAT A HOLDER IS ENTITLED TO TAKE UNDER THIS
INDENTURE OR THE SECURITIES.
SECTION 314.
SPECIAL TRANSFER PROVISIONS.
(A)
TRANSFERS TO NON-U.S. PERSONS.
THE FOLLOWING PROVISIONS SHALL
APPLY WITH RESPECT TO THE REGISTRATION OF ANY PROPOSED TRANSFER OF A RESTRICTED
SECURITY TO ANY NON-U.S. PERSON:
(I)
THE SECURITY REGISTRAR SHALL REGISTER THE TRANSFER OF ANY
RESTRICTED SECURITY IF (X) THE REQUESTED TRANSFER IS NOT PRIOR TO THE LATER OF
THE DATE WHICH IS ONE YEAR (OR SUCH OTHER PERIOD AS MAY BE PRESCRIBED BY
RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER
THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITY (OR OF ANY PREDECESSOR
SECURITY) OR
THE DATE ON WHICH SUCH SECURITY IS FREELY TRANSFERABLE OR (Y) THE
PROPOSED TRANSFEREE HAS CHECKED THE BOX PROVIDED FOR ON THE FORM OF SECURITY
STATING, AND HAS PROVIDED TO THE SECURITY REGISTRAR SUCH CERTIFICATIONS,
OPINIONS AND OTHER INFORMATION AS THE SECURITY REGISTRAR MAY (AND, IF SO
DIRECTED BY THE COMPANY, SHALL) REQUIRE, STATING THAT SUCH SECURITY IS BEING
TRANSFERRED PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT;
AND
(II)
THE SECURITY REGISTRAR SHALL REGISTER THE TRANSFER OF ANY
RESTRICTED SECURITY IF THE PROPOSED TRANSFEROR IS AN AGENT MEMBER HOLDING A
BENEFICIAL INTEREST IN A RULE 144A GLOBAL SECURITY, UPON RECEIPT BY THE SECURITY
REGISTRAR OF (X) THE CERTIFICATE, IF ANY, REQUIRED BY PARAGRAPH (I) ABOVE AND
(Y) INSTRUCTIONS GIVEN IN ACCORDANCE WITH THE DEPOSITORY'S AND THE SECURITY
REGISTRAR'S PROCEDURES;
whereupon the Security Registrar shall reflect on its books and records the date
of such transfer and (A) (if