Common use of Transfers of Notes Clause in Contracts

Transfers of Notes. (a) The following provisions shall apply with respect to any proposed transfer of any Transfer Restricted Note prior to the expiration of the holding period applicable to sales of such Notes under Rule 144, and the Security Registrar shall refuse to register any transfer of such Notes not complying with the restrictions set forth in the Restricted Notes Legend and in this Article V. In addition to the requirements set forth in Section 305 of the Indenture, Restricted Transfer Notes that are presented or surrendered for registration of transfer or exchange pursuant to Section 305 of the Indenture shall be accompanied by the following additional information and documents, as applicable, upon which the Security Registrar may conclusively rely: (1) if such Transfer Restricted Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); (2) if such Transfer Restricted Notes are being transferred (1) to a QIB in accordance with Rule 144 or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B hereto); (3) if such Transfer Restricted Notes are being transferred pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S, certifications to that effect from such Holder (in substantially the form of Exhibit B and Exhibit C hereto); or (4) if such Transfer Restricted Notes are being transferred in reliance on and in compliance with (1) an exemption from registration in accordance with Rule 144 under the Securities Act or (2) another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B attached hereto) and an opinion of counsel, certification or other evidence as may reasonably be required to that effect if the Issuer or the Trustee so requests. (b) A Holder of a beneficial interest in Regulation S Global Note who wishes to transfer its interest in such Note to a QIB in accordance with Rule 144A who takes delivery in the form of a beneficial interest in the Restricted Global Note shall deliver to the Security Registrar a certification to that effect (in substantially the form of Exhibit C attached hereto) upon which the Security Registrar may conclusively rely. After the expiration of the Restricted Period, interests in the Regulation S Global Note may be transferred without requiring the certification set forth in this Section 5.02(b). (c) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with Section 305 of the Indenture and Section 3.01 and Section 5.02 herein (including the restrictions on transfer set forth therein and herein) and the rules and procedures of the Depositary therefor, which shall include restrictions on transfer comparable to those set forth therein and herein to the extent required by the Securities Act; provided, however, that prior to the expiration of the Restricted Period, transfers and exchanges of beneficial interests in the Regulation S Global Note may be made pursuant to such restrictions only (1) to a Person that is not a U.S. person or for the account or benefit of a Person that is not a U.S. person within the meaning of Regulation S under the Securities Act or (2) to a QIB, in each case that hold such interests through Euroclear or Clearstream. (d) If Notes are issued upon the registration of transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Notes so issued shall not bear such legends. If Notes are issued upon the registration or transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, or if a request is made to remove the Restricted Notes Legend on a Note, the Notes so issued shall bear the Restricted Notes Legend, or the Restricted Notes Legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence, which may include an opinion of counsel, as may be reasonably required by the Issuer that neither the Restricted Notes Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S, that such Notes are not “restricted securities” within the meaning of Rule 144 or that such Notes were transferred pursuant to an effective registration statement under the Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the direction of the Issuer, shall authenticate and deliver a Note that does not bear the Restricted Notes Legend. If a Restricted Notes Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the Issuer, the Restricted Notes Legend and the restrictions on transfer set forth therein shall be reinstated. (e) Notwithstanding anything herein to the contrary, neither the Trustee nor the Security Registrar shall have any responsibility to receive any letters, opinions or certifications, nor any responsibility to monitor compliance with any transfer restrictions, in connection with any transfer or exchange of any beneficial interest in a Global Note for a beneficial interest in the same Global Note. (f) Notwithstanding the foregoing, in the event that any Transfer Restricted Notes are exchanged for an Exchange Notes in connection with an effective registration statement pursuant to the Registration Rights Agreement, the Issuer shall issue and, at the direction of the Issuer, the Trustee shall authenticate the Exchange Notes in exchange for Transfer Restricted Notes accepted for exchange in the Exchange Offer, which Exchange Notes shall not bear the Restricted Notes Legend, and the Security Registrar shall rescind any restriction on the transfer of such Exchange Notes.

Transfers of Notes. (a) The following provisions of this Agreement shall apply be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that (i) except as provided under Section 6.07, the Issuer may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Purchaser (and any attempted assignment or transfer by the Issuer without such consent shall be null and void) and (ii) no Purchaser may transfer its rights or obligations hereunder except in accordance with the terms of this Section (any attempted transfer not complying with the terms of this Section shall be null and void and, with respect to any proposed attempted transfer to any Disqualified Institution, subject to Section 9.05(f)). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and permitted transferees, to the extent provided in paragraph (e) of this Section, Participants and, to the extent expressly contemplated hereby, the Related Parties of each of the Purchaser Representative and the Purchasers) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Purchaser may transfer to one or more Eligible Transferees all or a portion of its rights and obligations under this Agreement (including all or a portion of any Transfer Restricted Note or any Commitment) with the prior written consent of (A) the Issuer (such consent not to be unreasonably withheld, conditioned or delayed); provided, that (x) the expiration of the holding period applicable Issuer shall be deemed to sales of such Notes under Rule 144, and the Security Registrar shall refuse have consented to register any transfer of Notes (other than any such Notes not complying with the restrictions set forth in the Restricted Notes Legend and in this Article V. In addition assignment to a Disqualified Institution) unless it has objected thereto by written notice to the requirements set forth in Section 305 Purchaser Representative within 10 Business Days after receipt of written notice thereof, (y) the consent of the Indenture, Restricted Transfer Issuer shall not be required for any transfer of Notes that are presented or surrendered for registration of transfer or exchange pursuant to Section 305 of the Indenture shall be accompanied by the following additional information and documents, as applicable, upon which the Security Registrar may conclusively rely: (1) if such Transfer Restricted Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); (2) if such Transfer Restricted Notes are being transferred Commitments (1) to any Affiliate of such Purchaser or an Approved Fund of such Purchaser, in each case under this clause (1), to the extent the relevant transferee constitutes a QIB in accordance with Rule 144 Permitted Holder or (2) pursuant at any time when an Event of Default under Section 7.01(a) or Sections 7.01(f) or (g) (with respect to the Issuer) exists; provided, further, that notwithstanding the foregoing, the Issuer may withhold its consent to any assignment to (1) any Person (other than a Competitor Debt Fund Affiliate, unless the Issuer has other reasonable grounds on which to withhold its consent) that is not a Disqualified Institution but is known by the Issuer to be an effective registration statement Affiliate of a Disqualified Institution regardless of whether such Person is identifiable as an Affiliate of a Disqualified Institution on the basis of such Affiliate’s name and/or (2) any Person, if the effect of such transfer would result in a change of control hereunder or under any other Indebtedness of the Securities ActIssuer and/or any subsidiary thereof (including any First Lien Facility); and (B) the Purchaser Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that no consent of the Purchaser Representative shall be required for any transfer to another Purchaser, any Affiliate of a certification Purchaser or any Approved Fund. (ii) Transfers shall be subject to that effect from the following additional conditions: (A) except in the case of any transfer to another Purchaser, any Affiliate of any Purchaser or any Approved Fund or any transfer of the entire remaining amount of the relevant transferring Purchaser’s Notes or Commitments of any Class, the principal amount of Notes or Commitments of the transferring Purchaser subject to the relevant transfer (determined as of the date on which the Transfer Agreement with respect to such Holder (transfer is delivered to the Purchaser Representative and determined on an aggregate basis in substantially the form event of Exhibit B hereto)concurrent transfers to Related Funds or by Related Funds) shall not be less than $1,000,000 unless the Issuer and the Purchaser Representative otherwise consent; (3B) if such any partial transfer shall be made as a transfer of a proportionate part of all the relevant transferring Purchaser’s rights and obligations under this Agreement; (C) the parties to each transfer shall execute and deliver to the Purchaser Representative a Transfer Restricted Notes are being transferred pursuant to an exemption from registration Agreement in accordance with Rule 903 or Rule 904 of Regulation S, certifications to that effect from such Holder (in substantially the form attached as Exhibit A-1, together with a processing and recordation fee in the amount of Exhibit B $3,500; provided that the Purchaser Representative may, in its sole discretion, elect to waive such processing and Exhibit C hereto)recordation fee in the case of any assignment; orand (4D) the relevant Eligible Transferee, if it is not a Purchaser, shall deliver on or prior to the effective date of such Transfer Restricted Notes are being transferred in reliance on and in compliance with assignment, to the Purchaser Representative (1) an exemption Administrative Questionnaire and (2) any Internal Revenue Service form required under Section 2.20 and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (iii) Subject to the acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from registration and after the effective date specified in any Transfer Agreement, the Eligible Transferee thereunder shall be a party hereto and, to the extent of the interest assigned pursuant to such Transfer Agreement, have the rights and obligations of a Purchaser under this Agreement, and the transferring Purchaser thereunder shall, to the extent of the interest transferred by such Transfer Agreement, be released from its obligations under this Agreement (and, in the case of a Transfer Agreement covering all of the transferring Purchaser’s rights and obligations under this Agreement, such Purchaser shall cease to be a party hereto but shall continue to be (A) entitled to the benefits of Sections 2.18, 2.20 and 9.03 with respect to facts and circumstances occurring on or prior to the effective date of such transfer and (B) subject to its obligations thereunder and under Section 9.13). (iv) The Purchaser Representative, acting for this purpose as a non-fiduciary agent of the Issuer, shall maintain at one of its offices a copy of each Transfer Agreement delivered to it and a register for the recordation of the names and addresses of the Purchasers and their respective successors and assigns, and the commitment of, and principal amount of and interest on the Notes owing to, each Purchaser pursuant to the terms hereof from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation, shall not affect the Issuer’s obligations in respect of such Notes. The entries in the Register shall be conclusive, absent manifest error, and the Issuer, the Purchaser Representative and the Purchasers shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Issuer and each Purchaser (but only as to its own holdings), at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Transfer Agreement executed by a transferring Purchaser and an Eligible Transferee, the Eligible Transferee’s completed Administrative Questionnaire and any tax certification required by Section 9.05(b)(ii)(D)(2) (unless the transferee is already a Purchaser hereunder), the processing and recordation fee referred to in paragraph (b) of this Section, if applicable, and any written consent to the relevant assignment required by paragraph (b) of this Section, the Purchaser Representative shall promptly accept such Transfer Agreement and record the information contained therein in the Register. No transfer shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (vi) By executing and delivering a Transfer Agreement, the transferring Purchaser and the Eligible Transferee thereunder shall be deemed to confirm and agree with each other and the other parties hereto as follows: (A) the transferring Purchaser warrants that it is the legal and beneficial owner of the interest being transferred thereby free and clear of any adverse claim and that the amount of its commitments, and the outstanding balances of its Notes, in each case without giving effect to any transfer thereof which has not become effective, are as set forth in such Transfer Agreement, (B) except as set forth in clause (A) above, the transferring Purchaser makes no representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Note Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Issuer or any Restricted Subsidiary or the performance or observance by the Issuer or any Restricted Subsidiary of any of its obligations under this Agreement, any other Note Document or any other instrument or document furnished pursuant hereto; (C) the transferee represents and warrants that it is an Eligible Transferee, legally authorized to enter into such Transfer Agreement; (D) the transferee confirms that it has received a copy of this Agreement and each applicable Intercreditor Agreement, together with copies of the financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Transfer Agreement; (E) the transferee will independently and without reliance upon the Purchaser Representative, the transferring Purchaser or any other Purchaser and based on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (F) the transferee appoints and authorizes the Purchaser Representative to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Purchaser Representative, by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) the transferee agrees that it will perform in accordance with Rule 144 under their terms all the Securities Act or (2) another exemption from obligations which by the registration requirements terms of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B attached hereto) and an opinion of counsel, certification or other evidence as may reasonably be this Agreement are required to that effect if the Issuer or the Trustee so requests. (b) A Holder of be performed by it as a beneficial interest in Regulation S Global Note who wishes to transfer its interest in such Note to a QIB in accordance with Rule 144A who takes delivery in the form of a beneficial interest in the Restricted Global Note shall deliver to the Security Registrar a certification to that effect (in substantially the form of Exhibit C attached hereto) upon which the Security Registrar may conclusively rely. After the expiration of the Restricted Period, interests in the Regulation S Global Note may be transferred without requiring the certification set forth in this Section 5.02(b)Purchaser. (c) The transfer (i) Any Purchaser may, without the consent of the Issuer, the Purchaser Representative or any other Purchaser, sell participations to any bank or other entity (other than to any Disqualified Institution, any natural Person, any holder of Series A Preferred Shares (or any Affiliate of such holder) or, other than with respect to any participation to any Debt Fund Affiliate (any such participations to a Debt Fund Affiliate being subject to the limitation set forth in the first proviso of the final paragraph set forth in Section 9.05(g), as if the limitation applied to such participations), the Issuer or any of its Affiliates) (a “Participant”) in all or a portion of such Purchaser’s rights and exchange obligations under this Agreement (including all or a portion of Global its commitments and the Notes owing to it); provided, that (A) such Purchaser’s obligations under this Agreement shall remain unchanged, (B) such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Issuer, the Purchaser Representative and the other Purchasers shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which any Purchaser sells such a participation shall provide that such Purchaser shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Purchaser will not, without the consent of the relevant Participant, agree to any amendment, modification or waiver described in (x) clause (A) of the first proviso to Section 9.02(b) that directly and adversely affects the Notes or beneficial interests therein commitments in which such Participant has an interest and (y) clauses (B)(1), (2) or (3) of the first proviso to Section 9.02(b). Subject to paragraph (c)(ii) of this Section, the Issuer agrees that each Participant shall be effected through entitled to the Depositarybenefits of Sections 2.18 and 2.20 (subject to the limitations and requirements of such Sections and Section 2.22) to the same extent as if it were a Purchaser and had acquired its interest by assignment pursuant to paragraph (b) of this Section and it being understood that the documentation required under Section 2.20(f) shall be delivered to the participating Purchaser, in accordance and if additional amounts are required to be paid pursuant to Section 2.20(a) or Section 2.20(c), to the Issuer and the Purchaser Representative). To the extent permitted by applicable Requirements of Law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were a Purchaser; provided that such Participant shall be subject to Section 2.21(c) as though it were a Purchaser. (i) No Participant shall be entitled to receive any greater payment under Sections 2.18 or 2.20 than the participating Purchaser would have been entitled to receive with Section 305 respect to the participation sold to such Participant, unless the sale of the Indenture participation to such Participant is made with the Issuer’s prior written consent (in its sole discretion), expressly acknowledging that such Participant’s entitlement to benefits under Sections 2.18 and Section 3.01 2.20 is not limited to what the participating Purchaser would have been entitled to receive absent the participation. Each Purchaser that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and Section 5.02 herein address of each Participant and their respective successors and registered assigns, and the principal and interest amounts of each Participant’s interest in the Notes or other obligations under the Note Documents (a “Participant Register”); provided that no Purchaser shall have any obligation to disclose all or any portion of any Participant Register (including the restrictions on transfer set forth therein and hereinidentity of any Participant or any information relating to any Participant’s interest in any Commitment, Note or any other obligation under any Note Document) and the rules and procedures of the Depositary therefor, which shall include restrictions on transfer comparable to those set forth therein and herein any Person except to the extent required by that such disclosure is necessary to establish that such Commitment, Note or other obligation is in registered form under Section 5f.103-1(c) of the Securities Act; providedU.S. Treasury Regulations or under Section 1.163 5(b) of the proposed U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, however, that prior and each Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the expiration contrary. For the avoidance of doubt, the Restricted Period, transfers and exchanges of beneficial interests Purchaser Representative (in the Regulation S Global Note may be made pursuant to such restrictions only (1its capacity as Purchaser Representative) to shall have no responsibility for maintaining a Person that is not a U.S. person or for the account or benefit of a Person that is not a U.S. person within the meaning of Regulation S under the Securities Act or (2) to a QIB, in each case that hold such interests through Euroclear or ClearstreamParticipant Register. (d) If Notes are issued upon the registration (i) Any Purchaser may at any time pledge or transfer a security interest in all or any portion of transferits rights under this Agreement (other than to any Disqualified Institution or any natural person) to secure obligations of such Purchaser, exchange including without limitation any pledge or replacement of Notes not bearing the Restricted Notes Legendassignment to secure obligations to any Federal Reserve Bank or other central bank having jurisdiction over such Purchaser, the Notes so issued and this Section 9.05 shall not bear apply to any such legends. If Notes are issued upon the registration pledge or transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, or if a request is made to remove the Restricted Notes Legend on a Note, the Notes so issued shall bear the Restricted Notes Legend, or the Restricted Notes Legend shall not be removed, as the case may be, unless there is delivered to the Issuer such satisfactory evidence, which may include an opinion of counsel, as may be reasonably required by the Issuer that neither the Restricted Notes Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S, that such Notes are not “restricted securities” within the meaning of Rule 144 or that such Notes were transferred pursuant to an effective registration statement under the Securities Act. Upon provision of such satisfactory evidence, the Trustee, at the direction of the Issuer, shall authenticate and deliver a Note that does not bear the Restricted Notes Legend. If a Restricted Notes Legend is removed from the face assignment of a Note and the Note is subsequently held by an Affiliate security interest; provided that no such pledge or assignment of the Issuer, the Restricted Notes Legend and the restrictions on transfer set forth therein a security interest shall be reinstatedrelease any Purchaser from any of its obligations hereunder or substitute any such pledgee or assignee for such Purchaser as a party hereto. (ei) Notwithstanding anything herein to the contraryNo Purchaser may at any time enter into a total return swap, neither the Trustee nor the Security Registrar shall have any responsibility to receive any letterstotal rate of return swap, opinions credit default swap or certifications, nor any responsibility to monitor compliance with any transfer restrictions, in connection with any transfer or exchange of any beneficial interest in a Global Note for a beneficial interest in the same Global Note. (f) Notwithstanding the foregoing, in the event that any Transfer Restricted Notes are exchanged for an Exchange Notes in connection with an effective registration statement pursuant to the Registration Rights Agreement, the Issuer shall issue and, at the direction of the Issuer, the Trustee shall authenticate the Exchange Notes in exchange for Transfer Restricted Notes accepted for exchange in the Exchange Offer, which Exchange Notes shall not bear the Restricted Notes Legend, and the Security Registrar shall rescind any restriction on the transfer of such Exchange Notes.other derivative instrumen

Transfers of Notes. (a) The following provisions shall apply with respect to any proposed transfer 2.1 Transfers of any Transfer Restricted Note prior to the expiration of the holding period applicable to sales of such Notes under Rule 144, and the Security Registrar shall refuse to register any transfer of such Notes not complying with the restrictions set forth in the Restricted Notes Legend and in this Article V. In addition to the requirements set forth in Section 305 of the Indenture, Restricted Transfer Notes that are presented or surrendered for registration of transfer or exchange pursuant to Section 305 of the Indenture shall be accompanied by the following additional information and documents, as applicable, upon which the Security Registrar may conclusively rely: (1) if such Transfer Restricted Notes are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit B hereto); (2) if such Transfer Restricted Notes are being transferred (1) to a QIB in accordance with Rule 144 or (2) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B hereto); (3) if such Transfer Restricted Notes are being transferred pursuant to an exemption from registration in accordance with Rule 903 or Rule 904 of Regulation S, certifications to that effect from such Holder (in substantially the form of Exhibit B and Exhibit C hereto); or (4) if such Transfer Restricted Notes are being transferred in reliance on and in compliance with (1) an exemption from registration in accordance with Rule 144 under the Securities Act or (2) another exemption from the registration requirements of the Securities Act, a certification to that effect from such Holder (in substantially the form of Exhibit B attached hereto) and an opinion of counsel, certification or other evidence as may reasonably be required to that effect if the Issuer or the Trustee so requests. (b) A Holder of a beneficial interest in Regulation S Global Note who wishes to transfer its interest in such Note to a QIB in accordance with Rule 144A who takes delivery in the form of a beneficial interest in the Restricted Global Note shall deliver to the Security Registrar a certification to that effect (in substantially the form of Exhibit C attached hereto) upon which the Security Registrar may conclusively rely. After the expiration of the Restricted Period, interests in the Regulation S Global Note may be transferred without requiring the certification set forth in this Section 5.02(b). (c) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with Section 305 of the Indenture and Section 3.01 and Section 5.02 herein (including the restrictions on transfer set forth therein and herein) and the rules and procedures of the Depositary therefor, which shall include restrictions on transfer comparable to those set forth therein and herein to the extent required by the Securities Act; provided, however, that prior to the expiration of the Restricted Period, transfers and exchanges Transfers of beneficial interests in the Regulation S Global Note may Notes will be made pursuant to such restrictions only (1) to a Person that is not a U.S. person or for the account or benefit of a Person that is not a U.S. person within the meaning of Regulation S under the Securities Act or (2) to a QIBeffected by DTC, in each case that hold such interests through Euroclear or Clearstream. (d) If Notes are issued upon the registration of transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the Notes so issued shall not bear such legends. If Notes are issued upon the registration or transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, or if a request is made to remove the Restricted Notes Legend on a Note, the Notes so issued shall bear the Restricted Notes Legend, or the Restricted Notes Legend shall not be removedLuxembourg, as the case may be, unless there is delivered to the Issuer and, in turn, by other participants and, if appropriate, indirect participants in such satisfactory evidence, which may include an opinion clearing systems acting on behalf of counsel, as may be reasonably required by the Issuer that neither the Restricted Notes Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S, that such Notes are not “restricted securities” within the meaning of Rule 144 or that such Notes were transferred pursuant to an effective registration statement under the Securities Act. Upon provision transferors and transferees of such satisfactory evidence, the Trustee, at the direction of the Issuer, shall authenticate and deliver a Note that does not bear the Restricted Notes Legendinterests. If a Restricted Notes Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the Issuer, the Restricted Notes Legend and the restrictions on transfer set forth therein shall be reinstated. (e) Notwithstanding anything herein to the contrary, neither the Trustee nor the Security Registrar shall have any responsibility to receive any letters, opinions or certifications, nor any responsibility to monitor compliance with any transfer restrictions, in connection with any transfer or exchange of any A beneficial interest in a Global Note will, subject to compliance with all applicable legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in another Global Note only in the same Specified Denominations and only in accordance with the rules and operating procedures for the time being of DTC, Euroclear or Clearstream, Luxembourg, as the case may be, and in accordance with the terms and conditions specified in the Agency Agreement. Transfers of a Global Note registered in the name of a nominee for DTC shall be limited to transfers of such Global Note, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's nominee. (f) Notwithstanding 2.2 Transfers of Notes in definitive form Upon the foregoing, terms and subject to the conditions set forth in the event that any Transfer Restricted Notes are exchanged for an Exchange Notes in connection with an effective registration statement pursuant to the Registration Rights Agency Agreement, the Issuer shall issue and, at the direction of the Issuer, the Trustee shall authenticate the Exchange Notes a Note in exchange for Transfer Restricted Notes accepted for exchange definitive form may be transferred in whole or in part (in the Exchange Offer, which Exchange Notes shall not bear Specified Denominations). In order to effect any such transfer (a) the Restricted Notes Legend, and holder or holders must (i) surrender the Security Registrar shall rescind any restriction on Note for registration of the transfer of the Note (or the relevant part of the Note) at the specified office of any Transfer Agent, with the form of transfer thereon duly executed by the holder or holders thereof or his or their attorney or attorneys duly authorised in writing and (ii) complete and deposit such Exchange Notesother certifications as may be required by the relevant Transfer Agent and (b) the relevant Transfer Agent must, after due and careful enquiry, be satisfied with the documents of title and the identity of the person making the request. Any such transfer will be subject to such reasonable regulations as the Issuer and the Registrar may from time to time prescribe (the initial such regulations being set out in Schedule 9 to the Agency Agreement). Subject as provided above, the relevant Transfer Agent will, within three business days (being for this purpose a day on which banks are open for business in the city where the specified office of the relevant Transfer Agent is located) of the request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), authenticate and deliver, or procure the authentication and delivery of, at its specified office to the transferee or (at the risk of the transferee) send by uninsured mail, to such address as the transferee may request, a new Note in definitive form of a like aggregate nominal amount to the Note (or the relevant part of the Note) being transferred. In the case of the transfer of part only of a Note in definitive form, a new Note in definitive form in respect of the balance of the Note not transferred will be so authenticated and delivered or (at the risk of the transferor) sent by uninsured mail to the transferor. 2.3 Costs of registration Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer and/or Agent may require the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and/or transfer.