Common use of Registration and Transfer of Notes Clause in Contracts

Registration and Transfer of Notes. (a) The Borrowers will keep at its principal office a register in which the Borrowers will provide for the registration of the Notes and their transfer. The Borrowers may treat any Person in whose name any Note is registered on such register as the owner thereof for the purpose of receiving payment of the principal of and interest on such Note and for all other purposes, whether or not such Note shall be overdue, and the Borrowers shall not be affected by any notice to the contrary from any Person other than the applicable Holder. All references in this Agreement to a “Holder” of any Note shall mean the Person in whose name such Note is at the time registered on such register. (b) Upon surrender of any Note for registration of transfer or for exchange to the Borrowers at its principal office, the Borrowers at their expense will execute and deliver in exchange therefor a new Note or Notes, as the case may be, of the same type in denominations of at least $100,000 (except a Note may be issued in a lesser principal amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, $100,000), as requested by the holder or transferee, which aggregate the unpaid principal amount of such Note, registered as such holder or transferee may request, dated so that there will be no loss of interest on such surrendered Note and otherwise of like tenor. (c) Upon receipt of evidence reasonably satisfactory to the Borrowers of the loss, theft, destruction or mutilation of any Note and, in the case of any such loss, theft or destruction of any Note, upon delivery of an indemnity bond in such reasonable amount as the Borrowers may determine (or an unsecured indemnity agreement from the Holder reasonably satisfactory to the Borrowers), or, in the case of any such mutilation, upon the surrender of such Note for cancellation to the Borrowers at their principal office, the Borrowers at their expense will execute and deliver, in lieu thereof, a new Note of the same class and of like tenor, dated so that there will be no loss of interest on (and registered in the name of the holder of) such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by the Borrowers shall be deemed to be not outstanding for any purpose of this Agreement.

Registration and Transfer of Notes. (a) The Borrowers Company will keep at its principal office a register in which the Borrowers Company will provide for the registration of the Notes and their transfer. The Borrowers Company may treat any Person in whose name any Note is registered on such register as the owner thereof for the purpose of receiving payment of the principal of and interest on such Note and for all other purposes, whether or not such Note shall be overdue, and the Borrowers Company shall not be affected by any notice to the contrary from any Person other than the applicable Holder. All references in this Agreement to a “Holder” of any Note shall mean the Person in whose name such Note is at the time registered on such register. (b) Upon surrender of any Note for registration of transfer or for exchange to the Borrowers Company at its principal office, the Borrowers Company at their its expense will execute and deliver in exchange therefor a new Note or Notes, as the case may be, of the same type in denominations of at least $100,000 (except a Note may be issued in a lesser principal amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, $100,000), as requested by the holder Holder or transferee, which aggregate the unpaid principal amount of such Note, registered as such holder Holder or transferee may request, dated so that there will be no loss of interest on such surrendered Note and otherwise of like tenor). (c) Upon receipt of evidence reasonably satisfactory to the Borrowers Company of the loss, theft, destruction or mutilation of any Note and, in the case of any such loss, theft or destruction of any Note, upon delivery of an indemnity bond in such reasonable amount as the Borrowers Company may determine (or an unsecured indemnity agreement from the Holder reasonably satisfactory to the BorrowersCompany), or, in the case of any such mutilation, upon the surrender of such Note for cancellation to the Borrowers Company at their its principal office, the Borrowers Company at their its expense will execute and deliver, in lieu thereof, a new Note of the same class and of like tenor, dated so that there will be no loss of interest on (and registered in the name of the holder Holder of) such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by the Borrowers Company shall be deemed to be not outstanding for any purpose of this Agreement.

Registration and Transfer of Notes. (a) The Borrowers will Unless otherwise provided in the Supplemental Trust Agreement for a particular Series of Notes, the Trustee shall keep at its principal office a register in which the Borrowers will provide books for the registration of and for the registration of transfers of Notes and their transferas provided in this Master Trust Agreement. The Borrowers may treat any Person in whose name any Note is registered on such register as the owner thereof for the purpose of receiving payment of the principal of and interest on such Note and for all other purposes, whether or not such Note shall be overdue, and the Borrowers shall not be affected by any notice to the contrary from any Person other than the applicable Holder. All references in this Agreement to a “Holder” transfer of any Note shall mean may be registered only upon the Person in whose name such Note is at books kept for the time registered on such register. (b) Upon surrender of any Note for registration of transfer or for exchange and registration of transfers of Notes upon surrender thereof to the Borrowers at its principal officeTrustee together with an assignment duly executed by the Owner thereof or his attorney or legal representative in such form as shall be reasonably satisfactory to the Trustee. Upon any such registration of transfer, the Borrowers at their expense will Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor for such Note a new Note or NotesNotes registered in the name of the transferee, of any denomination or denominations authorized by this Master Trust Agreement in the aggregate principal amount equal to the principal amount or compounded amount, as the case may be, of the same type in denominations of at least $100,000 (except a Note may be issued in a lesser principal amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, $100,000), as requested by the holder or transferee, which aggregate the unpaid principal amount of such Note, registered as such holder or transferee may request, dated so that there will be no loss of interest on such surrendered Note and otherwise of like tenor. (c) Upon receipt of evidence reasonably satisfactory to the Borrowers of the loss, theft, destruction or mutilation of any Note and, in the case of any such loss, theft or destruction of any Note, upon delivery of an indemnity bond in such reasonable amount as the Borrowers may determine (or an unsecured indemnity agreement from the Holder reasonably satisfactory to the Borrowers), or, in the case of any such mutilation, upon the surrender of such Note for cancellation to the Borrowers at their principal office, the Borrowers at their expense will execute and deliver, in lieu thereof, a new Note surrendered or exchanged of the same class Series and maturity and bearing interest at the same rate. In all cases in which Notes shall be exchanged, the Corporation shall execute and the Trustee shall authenticate and deliver at the earliest practicable time Notes in accordance with the provisions of like tenorthis Master Trust Agreement. All Notes surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Trustee. The Corporation or the Trustee may make a charge for every such registration of transfer of Notes sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, dated so that there will but no other charge shall be no loss made to any Owner for the privilege of interest on (exchanging or registering the transfer of Notes under the provisions of this Master Trust Agreement. Neither the Corporation nor the Trustee shall be required to make any such exchange or registration of transfer of Notes after a Record Date and registered before the following Note Payment Date, or after notice of prepayment has been given as provided in Article IV. Any Supplemental Trust Agreement may provide for the name maintenance of records of ownership for all or some portion of the holder of) Notes authorized thereby by a person other than the Trustee. In such lostevent, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by the Borrowers Supplemental Trust Agreement shall contain such provisions as shall be deemed necessary to be not outstanding for any purpose conform the maintenance of records by such other person to the provisions of this Master Trust Agreement.

Registration and Transfer of Notes. (a) The Borrowers will keep at its principal office Issuer shall cause to be kept a register (the "Register") in which which, subject to such reasonable regulations as it may prescribe, the Borrowers will Issuer shall provide for the registration of the Notes and their transferthe registration of transfer of Notes. The Borrowers may treat any Person in whose name any Note Indenture Trustee is registered on such register as the owner thereof hereby initially appointed Registrar for the purpose of receiving payment registering Notes and transfers of Notes as herein provided. The Note Insurer, the principal of Owners and interest on such Note the Indenture Trustee shall have the right to inspect the Register during the Indenture Trustee's normal hours and for all other purposes, whether or not such Note shall be overdueto obtain copies thereof, and the Borrowers Indenture Trustee shall not be affected have the right to rely upon a bond executed on behalf of the Registrar by any notice an Authorized Officer thereof and by an Authorized Officer of the Owner Trustee as to the contrary from any names and addresses of the Owners of the Notes and the principal amounts and numbers of such Notes. If a Person other than the applicable HolderIndenture Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Notes then Outstanding with the consent of the Note Insurer, or if there are no longer any Notes then Outstanding, by such majority of the Percentage Interests represented by the owners of the Issuer's Certificates, such Owners shall give the Indenture Trustee, the Note Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. All references in this Agreement In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Issuer, pursuant to a “Holder” of any Note shall mean the Person in whose name such Note is at the time registered on such registerSection 6.06 hereof. (b) Upon Subject to the provisions of Section 4.08 hereof, upon surrender for registration of transfer of any Note at the office designated as the location of the Register, upon the direction of the Registrar, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in the aggregate principal amount or percentage interest of the Note so surrendered. (c) At the option of any Owner, Notes owned by such Owner may be exchanged for other Notes authorized of like aggregate original principal amount or percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Notes to be exchanged at the office designated as the location of the Register. Whenever any Note is so surrendered for exchange, upon the direction of the Registrar, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver the Note or Notes which the Owner making the exchange is entitled to receive. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing of the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (e) Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Borrowers at its principal officeRegistrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Notes, but the Registrar or Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes; any other expenses in connection with such transfer or exchange shall be an expense of the Issuer. (g) It is intended that the Notes be registered so as to participate in a global book-entry system with the Depository, as set forth herein. The Notes shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Note. Upon initial issuance, the Borrowers at their expense will ownership of each such Note shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. On the Startup Day, no Notes shall be issued in denominations of less than $1,000 and integral multiples thereof. The Issuer and the Indenture Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository in exchange therefor the form provided to the Indenture Trustee by the Issuer. With respect to the Notes registered in the Register in the name of Cede & Co., as nominee of the Depository, the Issuer, the Depositor, the Servicer, the Seller, the Note Insurer and the Indenture Trustee shall have no responsibility or obligation to Direct or Indirect Participants or beneficial owners for which the Depository holds Notes from time to time as a Depository. Without limiting the immediately preceding sentence, the Issuer, the Depositor, the Servicer, the Seller, the Note Insurer and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Notes, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Note as shown in the Register, of any notice with respect to the Notes or (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Note as shown in the Register, of any amount with respect to any distribution of principal or interest on the Notes. No Person other than a registered Owner of a Note as shown in the Register shall receive a certificate evidencing such Note. Upon delivery by the Depository to the Indenture Trustee of written notice to the effect that the Depository has determined to substitute a new Note nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or Notesdrafts to the registered Owners of Notes appearing as registered Owners in the registration books maintained by the Indenture Trustee at the close of business on a Record Date, as the case may be, name "Cede & Co." in this Indenture shall refer to such new nominee of the same type in denominations of at least $100,000 (except a Note may be issued in a lesser principal amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, $100,000), as requested by the holder or transferee, which aggregate the unpaid principal amount of such Note, registered as such holder or transferee may request, dated so that there will be no loss of interest on such surrendered Note and otherwise of like tenorDepository. (ch) Upon receipt of evidence reasonably satisfactory In the event that (i) the Depository or the Issuer advises the Indenture Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Borrowers Notes and the Issuer or the Indenture Trustee is unable to locate a qualified successor or (ii) the Issuer at its sole option elects to terminate the book-entry system through the Depository, the Notes shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the lossDepository. At that time, theft, destruction or mutilation of any Note and, in the case of any such loss, theft or destruction of any Note, upon delivery of an indemnity bond in such reasonable amount as the Borrowers Issuer may determine (or an unsecured indemnity agreement from that the Holder reasonably satisfactory to the Borrowers), or, in the case of any such mutilation, upon the surrender of such Note for cancellation to the Borrowers at their principal office, the Borrowers at their expense will execute and deliver, in lieu thereof, a new Note of the same class and of like tenor, dated so that there will Notes shall be no loss of interest on (and registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the holder ofIssuer and at the Issuer's expense, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then the Notes may be registered in whatever name or names registered Owners of the Notes transferring Notes shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Indenture to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any Notes and all notices with respect to such new Note has been so executed and delivered by the Borrowers Notes shall be deemed to be not outstanding for any purpose of this Agreementmade and given, respectively, in the manner provided in the Representation Letter.

Registration and Transfer of Notes. (a) The Borrowers will Company shall keep at its principal executive office a register in which the Borrowers will provide for the registration and registration of the Notes and their transfertransfers of Notes. The Borrowers may treat any name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note is shall be registered on such register shall be deemed and treated as the owner and holder thereof for the purpose of receiving payment of the principal of and interest on such Note and for all other purposes, whether or not such Note shall be overduepurposes hereof, and the Borrowers Company shall not be affected by any notice or knowledge to the contrary from contrary. The Company shall give to any Person other than holder of a Note promptly upon request therefor, a complete and correct copy of the applicable Holder. All references in this Agreement to a “Holder” names and addresses of any Note shall mean the Person in whose name such Note is at the time all registered on such registerholders of Notes. (b) Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for exchange to registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Borrowers at its principal officeregistered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Borrowers at their expense will Company shall execute and deliver deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor a new Note or Notestherefor, as the case may be, of the same type in denominations of at least $100,000 (except a Note may be issued in a lesser an aggregate principal amount if equal to the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, $100,000), as requested by and shall reflect in the holder or registry referred to in the preceding clause (a) the transferee, which aggregate the unpaid principal amount if any, of such Note, registered Note (and shall transmit evidence of same to the former and new Holder). Each such new Note shall be payable to such Person as such holder or transferee may request, request and shall be substantially in the form of Exhibit A hereto. Each such new Note shall be dated so that there will be no loss of and bear interest from the date to which interest shall have been paid on such the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations and otherwise of like tenorwarranties set forth in Article XII. (c) Upon receipt by the Company of evidence reasonably satisfactory to it of the Borrowers ownership of and the loss, theft, destruction or mutilation of any Note Note, and, (i) in the case of any such loss, theft or destruction destruction, of any Note, upon delivery of an indemnity bond in such reasonable amount as the Borrowers may determine (or an unsecured indemnity agreement from the Holder reasonably satisfactory to it (provided that if the Borrowersholder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or, (ii) in the case of any such mutilation, upon the surrender of such Note for and cancellation to the Borrowers at their principal officethereof, the Borrowers Company at their its own expense will shall execute and deliver, in lieu thereof, a new Note of the same class and of like tenorNote, dated so that there will be no loss of and bearing interest from the date to which interest shall have been paid on (and registered in the name of the holder of) such lost, stolen, destroyed or mutilated Note. Any Note in lieu or dated the date of which any such new lost, stolen, destroyed or mutilated Note has if no interest shall have been so executed and delivered by the Borrowers shall be deemed to be not outstanding for any purpose of this Agreementpaid thereon.

Registration and Transfer of Notes. (a) The Borrowers will keep at its Premier's principal office a register in which the Borrowers will provide for the registration of the Notes and their transfer. The Borrowers may treat any Person in whose name any Note is registered on such register as the owner thereof for the purpose of receiving payment of the principal of and interest on such Note and for all other purposes, whether or not such Note shall be overdue, and the Borrowers shall not be affected by any notice to the contrary from any Person other than the applicable Holder. All references in this Agreement to a “"Holder” " of any Note shall mean the Person in whose name such Note is at the time registered on such register. (b) Upon surrender of any Note for registration of transfer or for exchange to the Borrowers at its Premier's principal office, the Borrowers at their expense will execute and deliver in exchange therefor a new Note or Notes, as the case may be, of the same type in denominations of at least $100,000 500,000 (except a Note may be issued in a lesser principal amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, $100,000500,000), as requested by the holder 67 or transferee, which aggregate the unpaid principal amount of such Note, registered as such holder or transferee may request, dated so that there will be no loss of interest on such surrendered Note and otherwise of like tenor. (c) Upon receipt of evidence reasonably satisfactory to the Borrowers of the loss, theft, destruction or mutilation of any Note and, in the case of any such loss, theft or destruction of any Note, upon delivery of an indemnity bond in such reasonable amount as the Borrowers may determine (or an unsecured indemnity agreement from the Holder reasonably satisfactory to the Borrowers), or, in the case of any such mutilation, upon the surrender of such Note for cancellation to the Borrowers at their Premier's principal office, the Borrowers at their expense will execute and deliver, in lieu thereof, a new Note of the same class and of like tenor, dated so that there will be no loss of interest on (and registered in the name of the holder of) such lost, stolen, destroyed or mutilated Note. Any Note in lieu of which any such new Note has been so executed and delivered by the Borrowers shall be deemed to be not outstanding for any purpose of this Agreement. (d) All Holders are aware and will advise their respective officers, agents and representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase and/or sale by any person or entity who has received material non-public information from the issuer of such securities and on the communication of such information to any other person or entity when it is reasonably foreseeable that such other person or entity is likely to purchase or sell such securities in reliance upon such information. (e) The Notes that are the subject of this Agreement are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to an effective registration statement related thereto or pursuant to exemption from registration under the Securities Act.