Transfer of Definitive Notes. Subject to the terms of this Indenture, the holder of any Definitive Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering at the Corporate Trust Office, such Note with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Transfer Agent and Registrar by, the holder thereof and, if applicable, accompanied by a certificate substantially in the form of Exhibit B. In exchange for any Definitive Note properly presented for transfer, the Issuer shall execute and the Indenture Trustee shall promptly authenticate and deliver or cause to be executed, authenticated and delivered in compliance with applicable Law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Definitive Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any Definitive Note in part, the Issuer shall execute and the Indenture Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Definitive Notes for the aggregate principal amount that was not transferred. No transfer of any Definitive Note shall be made unless the request for such transfer is made by the Holder at such office. Neither the Issuer nor the Indenture Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.
Transfer of Definitive Notes. Upon request by a Holder of Definitive Notes, the Security Registrar shall register the transfer of Definitive Notes. Prior to such registration of transfer, the requesting Holder shall present or surrender to the Security Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing.
Transfer of Definitive Notes. Subject to the terms of this Indenture, the holder of any definitive registered Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering at the office maintained by the Transfer Agent for such purpose in the Borough of Manhattan, The City of New York, such Note with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to AFC-II and the Transfer Agent by, the holder thereof and accompanied by a Transfer Certificate substantially in the form of Exhibit A-1 hereto. In exchange for any definitive registered Note properly presented for transfer, AFC-II shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, definitive registered Notes for the same aggregate principal amount as was transferred. In the case of the transfer of any definitive registered Note in part, AFC-II shall execute and the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, definitive registered Notes for the aggregate principal amount that was not transferred. No transfer of any definitive registered Note shall be made unless the request for such transfer is made by the registered holder at such office.
Transfer of Definitive Notes. Any Holder of an Definitive Note may transfer such Note to a Person who takes delivery thereof in the form of Definitive Notes if the transfer complies with Section 2.6(c) (General Provisions Applicable to Transfers and Exchanges of the Notes).
Transfer of Definitive Notes. The Registrar shall make available forms of transfer, forms of proxy and certificates as to beneficial ownership in respect of the Definitive Notes, receive requests for the transfer of Definitive Notes, forms of transfer, forms of proxy, certificates and other evidence, effect the necessary entries and formalities and procure that it or the Transfer Agent on its behalf endorses the name and address of the transferee on each Definitive Note and delivers the same to the person entitled thereto. No transfer shall be registered for a period of 15 days immediately preceding any due date for payment in respect of the Notes or, as the case may be, the due date for redemption, or as the case may be, payment of any of the relevant Notes.
Transfer of Definitive Notes. If a holder of a beneficial interest in a Definitive Note wishes at any time to transfer its interest in such Definitive Note to a Person who wishes to take delivery thereof, such holder may transfer or cause the transfer of such interest for an equivalent beneficial interest in one Definitive Note, as provided below. Upon receipt by the Issuer and the Indenture Trustee, as Subordinated Note Registrar, of (A) such holder’s Definitive Note properly endorsed for assignment to the transferee, (B) a certificate in the form of Exhibit A-4, attached hereto given by the transferee of such beneficial interest and (C) if such certificate does not include a certification that the transferee is a qualified institutional buyer or a non-U.S. Person, either (i) a certification of the transferor that the transfer is being made pursuant to Rule 144 under the Securities Act or (ii) an opinion of counsel acceptable to the Indenture Trustee that such transfer may be made pursuant to an exemption from registration under the Securities Act, then the Indenture Trustee, as Subordinated Note Registrar, shall cancel such Definitive Note in accordance with Section 2.17, record the transfer in the Subordinated Note Register and authenticate and deliver one or more Definitive Notes bearing the same designation as the Definitive Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in a Principal Amount equal to the beneficial interest in the Definitive Note surrendered by the transferor. Any purported transfer in violation of the foregoing requirements shall be null and void ab initio, and the Indenture Trustee shall not register any such purported transfer and shall not authenticate and deliver such Definitive Notes.
Transfer of Definitive Notes. The Registrar shall make available forms of transfer, forms of proxy and certificates as to beneficial ownership in respect of the Definitive Notes, receive requests for the transfer of Definitive Notes, forms of transfer, forms of proxy, certificates and other evidence, effect the necessary entries and formalities and procure that it or the Transfer Agent on its behalf endorses the name and address of the transferee on each Definitive Note and delivers the same to the person entitled thereto. No transfer shall be registered for a period of 15 days immediately preceding any due date for payment in respect of the Master Issuer Notes or, as the case may be, the due date for redemption, or as the case may be, payment of any of the relevant Master Issuer Notes. Whilst the 2011-2 Notes are in definitive form, the Registrar and/or the Transfer Agent will not effect any transfer of such Notes without the prior consent and instruction of the Master Issuer. The Registrar and/or the Transfer Agent shall be at liberty to accept and act upon any instruction received from the Master Issuer regarding the transfer of such Notes and shall not be bound to call for further evidence or be responsible for any liability that may be occasioned by it or any other person in acting on such instructions. Upon receipt of a request for consent and instructions from the Registrar and/or the Transfer Agent under this clause 8.11, the Master Issuer shall provide to the Registrar and/or the Transfer Agent such consent and instructions promptly. The Registrar and/or the Transfer Agent shall not be responsible for failing to effect any transfer of any Definitive Notes in the absence of consent and instructions from the Master Issuer. The Principal Paying Agent shall not be liable for acting on any clearing system account details provided to it in furtherance of the exchange of any Definitive Notes for Global Master Issuer Notes in accordance with Clause 3.8 of the Master Issuer Trust Deed. The Principal Paying Agent shall be at liberty to accept and act upon such account details and shall not be bound to call for further evidence or be responsible for any liability that may be occasioned by it or any other person in acting on such account details. The Principal Paying Agent shall not be responsible for the designation of any clearing system account on behalf of any holder of any Definitive Note exchangeable for a Global Master Issuer Note in accordance with Clause 3.8 of the Master Issuer ...
Transfer of Definitive Notes. The Registrar shall make available forms of transfer, forms of proxy and certificates as to beneficial ownership in respect of the Definitive Notes, receive requests for the transfer of Definitive Notes, forms of transfer, forms of proxy, certificates and other evidence, effect the necessary entries and formalities and procure that it or the Transfer Agent on its behalf endorses the name and address of the transferee on each Definitive Note and delivers the same to the person entitled thereto. No transfer shall be registered for a period of 15 days immediately preceding any due date for payment in respect of the Master Issuer Notes or, as the case may be, the due date for redemption, or as the case may be, payment of any of the relevant Master Issuer Notes.
Transfer of Definitive Notes. A Holder of Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of a Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof. Upon request by a Holder of Definitive Notes and such Holder's compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer of Definitive Notes. Prior to such registration of transfer, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.
Transfer of Definitive Notes. Definitive Notes may be transferred in whole or in part (provided that any partial transfer relates to a Definitive Note) in the principal amount specified in the applicable Prospectus Supplement or, in each case, in such other denominations as the Note Trustee shall determine and notify to the relevant Noteholders. When Definitive Notes are presented by a Noteholder to the Registrar with a request to register the transfer of such Definitive Notes, the Registrar shall register the transfer as requested only if such Definitive Notes are presented or surrendered for registration of transfer and are endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Noteholder or by his attorney duly authorised in writing and upon receipt of such certificates and other documents as shall be necessary to evidence compliance with the restrictions on transfer contained in this Agreement and in the Paying Agent and Agent Bank Agreement. Thereupon, the Registrar shall request the Issuer to issue and the Registrar shall itself authenticate new Definitive Notes required to be issued in connection with such transfer. In the case of a transfer of part only of such Definitive Note, a new Definitive Note in respect of the balance not transferred will be issued to the transferor. All transfers of Definitive Notes are subject to any restrictions on transfer set forth on such Definitive Notes and the detailed regulations concerning transfers in the Paying Agent and Agent Bank Agreement.
