Registration of Note. The Company shall keep at its principal executive office a register for the registration and registration of transfers of the Note. The name and address of each holder of the Note, each transfer thereof and the name and address of each transferee shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name the Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.
Registration of Note. Ownership of the Note shall at all times be registered as to principal and interest with the Registrar. Transfer of the Note may be made only by an assignment duly executed by the registered owner or by his registered assigns, or his legal representative or attorney, in such form as shall be reasonably satisfactory to the Registrar, who shall endorse such registration or transfer on the Note. No transfer of the Note shall be effective unless and until notice of such transfer shall be delivered in writing to the Registrar. The Registrar shall retain records showing all registrations, transfers and assignments of the Note. In the event of any such transfer, the Registrar shall require the payment by the person requesting exchange or transfer of any tax or other governmental charge required to be paid with respect to such exchange or transfer.
Registration of Note. The Company shall register the Note upon records maintained by the Company for that purpose (the "Note Register") in the name of each record Investor thereof from time to time. The Company may deem and treat the registered Investor of this Note as the absolute owner hereof for the purpose of any conversion hereof, and for all other purposes, absent actual notice to the contrary from such record Investor.
Registration of Note. Each Issuer shall maintain at its principal executive office a register in which it shall register this Note, any Assignments of this Note or any other notes issued hereunder and any other notes issued upon surrender hereof and thereof. At the option of the Holder, this Note may be exchanged for one or more new notes of like tenor in the principal denominations requested by the Holder, and the Issuers shall, within five (5) Business Days after the surrender of this Note at the Issuer's principal executive offices, deliver to the Holder such new note or notes. In addition, each Assignment of this Note, in whole or in part, shall be registered on the register immediately following the surrender of this Note at the Issuers' principal executive offices. The Issuers may require the Holder, as a condition to the registration of any Assignment hereunder, to represent and warrant to the Issuers, and deliver an opinion of counsel reasonably acceptable to the Issuers, that an Assignment complies with applicable federal or state securities laws.
Registration of Note. A-1, Note A-2, Note A-3, Note A-4 and Note A-5. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes, the principal amount (and stated interest) of the Notes owing to each Holder and the names and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section 13, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the initial Note A-1 Holder, the initial Note A-2 Holder, the initial Note A-3 Holder, the Initial Note A-4 Holder, and the initial Note A-5 Holder who may hold their Notes through a nominee. Upon request of a Holder, the Agent shall provide such party with the names and addresses of the Holders. To the extent another party is appointed as Agent hereunder, the Note A-1 Holder, the Note A-2 Holder, the Note A-3 Holder, the Note A-4 Holder and the Note A-5 Holder, hereby designates such person as its agent under this Section 14 solely for purposes of maintaining the Note Register.
Registration of Note. The Issuer shall maintain a register for recording the ownership and transfer of this Note by the Holders and any principal payments of this Note made pursuant to Section 2, and shall maintain Annex A concurrently with any modifications to such register. The Issuer shall be entitled to regard the registered holder of this Note as the owner and holder of the Note so registered for all purposes until the Issuer is required to record a transfer of this Note on its register.
Registration of Note. The Company shall keep at its principal executive office a register for the registration and registration of transfers of the Note. The name and address of the holder the Note, each transfer thereof and the name and address of each transferee of the Note shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name the Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to a holder of a Note (if the Note shall have been sold or assigned in part), promptly upon request therefor, a complete and correct copy of the names and addresses of all other registered holders of the Notes, if any.
Registration of Note. (a) The Note shall be issued in registered form without coupons, payable to the registered holders or registered assigns. The Authority’s Secretary-Treasurer is hereby appointed paying agent and registrar for the Note. The Authority may in its discretion appoint at any time a qualified bank or trust company as successor Registrar. The Registrar shall maintain registration books for the registration of the Note and transfers thereof. The person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of and interest on the Note shall be made only to or upon the order of the registered owner thereof or its legal representative. Upon presentation and surrender of the Note at the office of the Registrar, or its corporate trust office if the Registrar is a bank or trust company, together with an assignment duly executed by the registered owner or its duly authorized attorney or legal representative in such form as shall be satisfactory to the Registrar and the County, the Authority shall execute, and the Registrar shall deliver in exchange, a new Note or Notes having an equal aggregate principal amount, in authorized denominations, of the same form and maturity, bearing interest at the same rate, and registered in names as requested by the then registered owner or its duly authorized attorney or legal representative. Any such exchange shall be at the expense of the County, except that the Registrar may charge the person requesting such exchange the amount of any tax or other governmental charge required to be paid with respect thereto.
(b) The Registrar shall treat the registered owner of the Note as the person exclusively entitled to payment of principal and interest and the exercise of all other rights and powers of the owner of the Note, except that interest payments shall be made to the person shown as the owner of the Note on the registration books.
Registration of Note. The ownership of the Note shall be registered on a record of ownership (the “Register”) maintained by Torchlight Loan Services, LLC (“Registrar”), as agent for Borrower. Notwithstanding anything to the contrary in this Agreement, the right to receive principal or interest payments with respect to the Note (or any portion thereof) may be transferred only if the transfer is registered on the Register and the transferee is identified as the owner of the Note (or such portion thereof). Upon due presentment of the Note (or a portion thereof) for registration of transfer, the Registrar shall record the transferee as the owner on the Register. Borrower shall be entitled to treat the registered holder of the Note (or portion thereof), as recorded on the Register, as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in the Note or hereunder on the part of any other person or entity.”
(b) Section 1(h) of the Note is hereby deleted in its entirety.
(c) The Note is hereby amended to provide that Borrower may not prepay the Loan in part, except in accordance with Section 3 of this Agreement. Borrower may further prepay the Loan in whole, provided, however, that (i) all prepayments must be accompanied by accrued, unpaid interest and the Exit Fee and (ii) any prepayment of the Loan in whole made prior to the last month of the term of this Agreement must be accompanied by the Prepayment Premium. For purposes of this Note, the term “Prepayment Premium” shall mean the difference obtained by subtracting (i) the sum of (A) all amounts paid on account of the Obligations (excluding the $76,500 Origination Fee paid pursuant to the Credit Agreement), including any portion of a Partial Release Prepayment Amount applied as a prepayment premium in accordance with the terms of this Agreement, from (B) the Applicable Amount. For purposes of this Agreement, the term “Applicable Amount” shall mean $8,380,082.69. For purposes of this Note, the term “Credit Agreement” shall mean that certain Credit Agreement, dated as of June 29, 2011, between Lender and Borrower.”
Registration of Note. Transfer and Assignment by Xxxxxx 27
