(j) For so long as any of the Securities are Outstanding, the Issuer shall not register the transfer of any Issuer Ordinary Shares to U.S. persons. Section 2.5. Transfer and Exchange of Securities. (a) No Holder and no holder of a beneficial interest in a Security may, in any transaction or series of transactions, directly or indirectly (each of the following a "transfer"), (i) sell, assign or otherwise in any manner dispose of all or part of its beneficial interest in any Security, whether by act, deed, merger or otherwise, or (ii) mortgage, pledge or create a lien or security interest in such beneficial interest unless such transfer satisfies the conditions set forth in this Section 2.5 and Section 2.4. No purported transfer of any beneficial interest in any Security or any portion thereof that is not made in accordance with this Section 2.5 and Section 2.4 or that would have the effect of causing either of the Co-Issuers or the pool of Collateral to be required to register as an investment company under the Investment Company Act shall be given effect by or be binding upon the Applicable Issuer, the Trustee or any other Agent and any such purported transfer shall be null and void ab initio and vest in the transferee no rights against the Collateral, the Applicable Issuer, the Trustee or any other Agent. (b) No beneficial interest in a Security may be sold or transferred (including without limitation, by pledge or hypothecation) except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and exempt under applicable state securities laws or the applicable laws of any other jurisdiction. (c) No Security may be offered, sold or delivered or transferred (including, without limitation, by pledge or hypothecation) except (i) to (A) a non-"U.S. person" (as defined under Regulation S) in accordance with the requirements of Regulation S, (B) a QEB/QP or (C) in the case of Subordinate