Common use of Transfer of Definitive Notes Clause in Contracts

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 Trust Deed.