Transfers from Restricted Global Notes to Regulation S Global Notes. Until Definitive Notes have been issued, if a Note Owner of the Restricted Global Note intends to transfer all or a part of its interest in the Restricted Global Note to a Person who intends to take delivery in the form of the Regulation S Global Note, the Note Owner may, according to the procedures of the Clearing Agency, exchange its interest for an equivalent beneficial interest in a Regulation S 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 Regulation S Global Note by the amount to be transferred, but not less than the minimum denomination applicable to the Class of Notes to be exchanged and (B) a certificate substantially in the form of Exhibit B-1 signed by the transferee of the beneficial interest and stating that the transferee acquiring the beneficial interest in a Regulation S Global Note is a non-U.S. person outside the United States and the transfer is being made according to Rule 903 or 904 under Regulation S, then the Note Registrar will instruct the Clearing Agency to reduce the aggregate principal amount of the Restricted Global Note and increase the aggregate principal amount of the Regulation S Global Note by the amount to be transferred as stated in the instructions and make the corresponding adjustments to the applicable participants' accounts.
