Transfers from Regulation S Notes to Restricted Global Notes. A Note Owner of the Temporary Regulation S Global Note may not transfer any of its interest in the Temporary Regulation S Global Note to a Person who intends to take delivery in the form of a Restricted Global Note until after the expiration of the Distribution Compliance Period. After the expiration of the Distribution Compliance Period, the Regulation S Global Notes will be represented by the Permanent Regulation S Global Note. Until Definitive Notes have been issued, if a Note Owner in the Permanent Regulation S Global Note intends to transfer all or a part of its interest in the Permanent Regulation S Global Note to a Person who intends to take delivery in the form of the Restricted Global Note, the Note Owner may, according to the procedures of the Clearing Agency, exchange the interest for an equivalent beneficial interest in a Restricted Global Note of the same Class. On receipt by the Note Registrar of (A) instructions from the Clearing Agency directing it to increase the aggregate principal amount of the Restricted Global Note by the amount to be transferred, but not less than the minimum denomination of the related Class of Notes and (B) a certificate substantially in the form of Exhibit B-2 signed by the prospective transferee of the beneficial interest and stating that the transferee acquiring the beneficial interest in a Restricted Global Note is a QIB, is obtaining the beneficial interest in a transaction according to Rule 144A and according to the applicable securities laws of any State or other applicable jurisdiction, then the Note Registrar will instruct the Clearing Agency to reduce the aggregate principal amount of the Permanent Regulation S Global Note and increase the aggregate principal amount of the Restricted Global Note by the amount to be transferred as stated in the instructions and make the corresponding adjustments to the applicable participants' accounts.
