Unrestricted Global Note to Restricted Global Note. If, at -------------------------------------------------- any time, an owner of a beneficial interest in an Unrestricted Global Note deposited with the Depositary or with the Trustee as custodian for the Depositary wishes to transfer its interest in such Unrestricted Global Note to a person who is required or permitted to take delivery thereof in the form of an interest in a Restricted Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in a Restricted Global Note as provided in this Section 2.6(a)(ii). Upon receipt by the Trustee of (1) instructions from Euroclear or Cedel, if applicable, and the Depositary, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the beneficial interest in the Unrestricted Global Note to be exchanged, such instructions to contain information regarding the participant account with the Depositary to be credited with such increase, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary and (3) if such transfer is being effected prior to the expiration of the "40 day restricted period" (as defined by Regulation S under the Securities Act), a certificate in the form of Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (A) if the transfer is pursuant to Rule 144A, that the person transferring such interest in an Unrestricted Global Note reasonably believes that the person acquiring such interest in a Restricted Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable blue sky or securities laws of any state of the United States, (B) that the transfer complies with the requirements of Rule 144A under the Securities Act and any applicable blue sky or securities laws of any state of the United States or (C) if the transfer is pursuant to any other exemption from the registration requirements of the Securities Act, that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with the requirements of the exemption claimed, such statement to be supported by an Opinion of Counsel from the transferee or the transferor in form reasonably acceptable to the Comp...
Unrestricted Global Note to Restricted Global Note. If, at any time, an owner of a beneficial interest in the Unrestricted Global Note deposited with the Depositary (or with the Trustee as custodian for the Depositary) wishes to transfer its interest in the Unrestricted Global Note to a Person who is required or permitted to take delivery thereof in the form of an interest in the Restricted Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Restricted Global Note, as provided in this Section 312(2). Upon receipt by the Trustee of (a) instructions given in accordance with the Applicable Procedures from an Agent Member, directing the Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the beneficial interest in the Unrestricted Global Note to be exchanged, and (b) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary to be credited with such increase, the Trustee, as Registrar, shall instruct the Depositary to reduce or cause to be reduced the aggregate principal amount of the Unrestricted Global Note and to increase or cause to be increased the aggregate principal amount of the Restricted Global Note by the principal amount of the beneficial interest in the Unrestricted Global Note to be exchanged, and the Trustee, as Security Registrar, shall instruct the Depositary, concurrently with such reduction, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Restricted Global Note equal to the reduction in the aggregate principal amount of the Unrestricted Global Note and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Unrestricted Global Note that is being transferred.
