Common use of Transfer and Exchange of Uncertificated Notes Clause in Contracts

Transfer and Exchange of Uncertificated Notes. (i) The transfer and exchange of beneficial interests in an Uncertificated Note shall be effected through the Note Registrar, in accordance with this Indenture (including applicable restrictions on transfer set forth herein) and the procedures of the Note Registrar therefor. A transferor of a beneficial interest in an Uncertificated Note shall deliver to the Note Registrar an assignment form at the back of the form of Uncertificated Note given in accordance with its procedures containing information regarding the Holder to be credited with a beneficial interest in the Uncertificated Note. The Note Registrar shall reflect on the Note Register the date and an increase in the principal amount of the Uncertificated Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Note Registrar shall reflect on the Note Register the date and a corresponding decrease in the principal amount of the Uncertificated Note from which such interest is being transferred. (ii) Upon receipt by the Trustee of appropriate instruments of transfer, in form satisfactory to the Trustee and the Issuer, together with: (A) certification in the form set forth on Exhibit H that such Note is being transferred in compliance with Regulation S under the Securities Act; and (B) If the Note Registrar or the Issuer so requests or if so required, an opinion of counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the applicable restricted notes legend is no longer required in order to maintain compliance with the Securities Act, then the Trustee shall instruct the Note Registrar to transfer such Notes in accordance with subsection (g)(i) above. Upon written request by a transferor following the transfer of an Uncertificated Note, the Trustee shall deliver such transferee a confirmation of registration.