Transfer of Beneficial Interests in a Restricted Global Note for Beneficial Inter- ests in a Regulation S Global Note Sample Clauses

Transfer of Beneficial Interests in a Restricted Global Note for Beneficial Inter- ests in a Regulation S Global Note. A beneficial interest in a Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in a Regula- tion S Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives a certificate from such holder in the form of Exhibit B hereto, including the applicable certifications in item (2) thereof, and, other than if the Registrar receives the certifica- tion in item 2(a) of Exhibit B, if the Registrar so requests or if the Applicable Procedures so re- quire, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compli- ance with the Securities Act. If any such transfer is effected pursuant to subparagraph (iii) above at a time when a Regulation S Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Regulation S Global Notes in an aggregate principal amount equal to the aggregate prin- cipal amount of beneficial interests transferred pursuant to subparagraph (iii) above.