Dit prospectus is gemaakt voor de uitgifte van dit product en ... - Iex

writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to suchaddress as may be so specified, unless such holder requests otherwise and pays in advance to therelevant Agent (as defined in the Agency Agreement) the costs of such other method of deliveryand/or such insurance as it may specify. In this Condition 2(c), “business day” means a day, otherthan a Saturday or Sunday, on which banks are open for business in the place of the specified office ofthe relevant Transfer Agent or the Registrar (as the case may be).(d)Exchange Free of ChargeExchange and transfer of Notes and Certificates on registration, transfer, partial redemption orexercise of an Option shall be effected without charge by or on behalf of the Issuer, the Registrar orthe Transfer Agents, but upon payment of any tax or other governmental charges that may be imposedin relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent mayrequire).(e)Closed PeriodsNo Noteholder may require the transfer of a Registered Note to be registered (i) during the period of15 days ending on the due date for redemption of, or payment of any Instalment Amount in respect of,that Note, (ii) during the period of 15 days before any date on which Notes may be called forredemption by the Issuer at its option pursuant to Condition 5(c), or (iii) after any such Note has beencalled for redemption.(f)Transfers of Interests in Legended NotesTransfers of Legended Notes or beneficial interests therein may be made:(i)(ii)to a transferee who takes delivery of such interest through a Legended Note where thetransferee is a person whom the transferor reasonably believes is a QIB in a transactionmeeting the requirements of Rule 144A, without certification; orotherwise pursuant to an exemption from, or transaction not subject to, the registrationrequirements of the Securities Act, subject to receipt by the Issuer of such satisfactoryevidence as the Issuer may reasonably require, which may include an opinion of U.S. counsel,that such transfer is in compliance with any applicable securities laws of the United States,and, in each case, in accordance with any applicable securities laws of any State of the United Statesor any other jurisdiction.Upon the transfer, exchange or replacement of Legended Notes, or upon specific request for removalof the legend, the Registrar shall deliver only Legended Notes or refuse to remove the legend, as thecase may be, unless there is delivered to the Issuer such satisfactory evidence as may reasonably berequired by the Issuer, which may include an opinion of U.S. counsel, that neither the legend nor therestrictions on transfer set forth therein are required to ensure compliance with the provisions of theSecurities Act.(g)In this Condition, the following expressions shall have the following meanings:“Legended Note” means Registered Notes (whether in definitive form or represented by a GlobalCertificate) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;“QIB” means a “qualified institutional buyer” within the meaning of Rule 144A;121