Common use of Registration of Transfer of Notes; Restrictions on Transfer Clause in Contracts

Registration of Transfer of Notes; Restrictions on Transfer. (a) The Trustee shall maintain a register (herein referred to as the “Note Register”) in which, subject to such reasonable regulations as the Company or Trustee may prescribe, the Company shall provide for the registration of the Notes and of transfers of such Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of such Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. While the Notes are in the form of one or more Global Notes, the Custodian will be the Co-Registrar for the Notes and shall maintain the record of beneficial interests in the Notes, subject to such reasonable regulations as the Company or Custodian may prescribe. The Co-Registrar shall provide for the registration of beneficial interests in the Notes and transfers of beneficial interests in the Notes in the Note Register as herein provided. A Noteholder may transfer a Note or beneficial interest in a Note only upon satisfaction of the requirements for such transfer set forth in this Section 2.05 and with the consent of the Company, and thereupon, the Trustee or Custodian, as the case may be, shall register such transfer in the Note Register. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee. No service charge shall be made to any holder for any registration of transfer or exchange of Notes or beneficial interest therein, but the Company may require payment by the holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes or beneficial interest therein. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange or register a transfer of (a) any Notes or beneficial interests therein for a period of fifteen (15) days next preceding any selection of Notes or beneficial interests therein to be redeemed or prepaid or (b) any Notes or portions thereof called for redemption or prepayment. (b) The following provisions shall apply to the Global Note: (i) Subject to the provisions of the Agreement, the Global Note authenticated under this Indenture shall be registered in the name of and held by the Custodian and shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, the Global Note may not be exchanged in whole or in part for Notes registered, and no transfer of the Global Note in whole or in part may be registered, in the name of any Person other than the Custodian or a nominee thereof except as required by law. Any Global Note exchanged pursuant to the immediately preceding sentence shall be exchanged in whole or from time to time in part as directed by the Company. (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Custodian shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Custodian to the Trustee. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee, in each case as the Company shall direct. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Custodian or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without coupons. (v) Subject to the express terms of this Indenture providing the Company with the right to effectuate, or a Noteholder with the right to require, any of the following actions, at such time as all interests in a Global Note have been redeemed, repurchased, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) Every Note and beneficial interests therein shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including those set forth in the legends below) unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Note or beneficial interest, by such xxxxxx’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c), the term “transfer” includes a direct or indirect assignment, pledge, hypothecation, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance or grant of a participation, sub participation or other legal or beneficial interest in, change of Control or other disposition, at any tier of ownership, directly or indirectly, by operation of law or otherwise. Notes and beneficial interests in the Notes may be transferred in increments of $100 and only among Class Members, subject to the consent of the Company, in the Company’s reasonable discretion, and further subject to the terms of the Agreement and securities and other applicable laws. In the event that a Noteholder desires to transfer its Notes or interest in the Notes or any part thereof, it shall give to the Trustee or, if the Notes are in the form of one or more Global Notes, the Custodian, an Assignment fully and properly executed by the transferor and the transferee, with a copy thereof to the Company. Within five (5) Business Days after receipt of such Assignment, the Company may require a purported transferee or and/or transferee to provide it with a legal opinion with respect to the proposed transfer if, in its reasonable opinion, the Company believes that such transfer may not be exempt from registration under federal and applicable state securities laws and regulations. Any certificate evidencing a Note (and all securities issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form, unless otherwise determined by the Company, with written notice thereof to the Trustee: THIS SECURITY IS SUBJECT TO TRANSFER RESTRICTIONS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE TRANSFERRED IN CONTRAVENTION OF SUCH RESTRICTIONS. A TRANSFER INCLUDES ANY LEGAL OR BENEFICIAL DIRECT OR INDIRECT ASSIGNMENT, PLEDGE, HYPOTHECATION, CONVEYANCE, SALE, TRANSFER, ENCUMBRANCE, GRANT OF A SECURITY INTEREST, ISSUANCE OR GRANT OF A PARTICIPATION, SUB PARTICIPATION OR OTHER LEGAL OR BENEFICIAL INTEREST IN, CHANGE IN CONTROL, OR OTHER DISPOSITION, AT ANY TIER OF OWNERSHIP, EITHER DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW OR OTHERWISE. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, ONLY WITH THE CONSENT OF IMH FINANCIAL CORPORATION (THE “COMPANY”) IN ITS REASONABLE DISCRETION AND ONLY TO (A) THE COMPANY OR ANY SUBSIDIARY THEREOF OR (B) CLASS MEMBERS AS DEFINED IN THE WITHIN MENTIONED INDENTURE, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE, OR, IF THE NOTES ARE IN THE FORM OF ONE OR MORE GLOBAL NOTES, THE CUSTODIAN PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, ALONG WITH AN ASSIGNMENT IN THE FORM PROVIDED IN THE INDENTURE COMPLETED AND DELIVERED BY THE TRANSFEROR AND THE TRANSFEREE TO THE TRUSTEE, OR, IF THE NOTES ARE IN THE FORM OF ONE OR MORE GLOBAL NOTES, THE CUSTODIAN. The Trustee or Custodian, as the case may be, shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Note or interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer of Notes; Restrictions on Transfer. (a) The Trustee shall maintain a register (herein referred to as the “Note Register”) in which, subject to such reasonable regulations as the Company or Trustee may prescribe, the Company shall provide for the registration of the Notes and of transfers of such Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of such Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. While the Notes are in the form of one or more Global Notes, the Custodian will be the Co-Registrar for the Notes and shall maintain the record of beneficial interests in the Notes, subject to such reasonable regulations as the Company or Custodian may prescribe. The Co-Registrar shall provide for the registration of beneficial interests in the Notes and transfers of beneficial interests in the Notes in the Note Register as herein provided. A Noteholder may transfer a Note or beneficial interest in a Note only upon satisfaction of the requirements for such transfer set forth in this Section 2.05 and with the consent of the Company, and thereupon, the Trustee or Custodian, as the case may be, shall register such transfer in the Note Register. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee. No service charge shall be made to any holder for any registration of transfer or exchange of Notes or beneficial interest therein, but the Company may require payment by the holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes or beneficial interest therein. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange or register a transfer of (a) any Notes or beneficial interests therein for a period of fifteen (15) days next preceding any selection of Notes or beneficial interests therein to be redeemed or prepaid or (b) any Notes or portions thereof called for redemption or prepayment. (b) The following provisions shall apply to the Global Note: (i) Subject to the provisions of the Agreement, the The Global Note authenticated under this Indenture shall be registered in the name of and held by the Custodian and shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, the Global Note may not be exchanged in whole or in part for Notes registered, and no transfer of the Global Note in whole or in part may be registered, in the name of any Person other than the Custodian or a nominee thereof except as required by law. Any Global Note exchanged pursuant to the immediately preceding sentence shall be exchanged in whole or from time to time in part as directed by the Company. (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Custodian shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Custodian to the Trustee. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee, in each case as the Company shall direct. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Custodian or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without coupons. (v) Subject to the express terms of this Indenture providing the Company with the right to effectuate, or a Noteholder with the right to require, any of the following actions, at such time as all interests in a Global Note have been redeemed, repurchased, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) Every Note and beneficial interests therein shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including those set forth in the legends below) unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Note or beneficial interest, by such xxxxxxholder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.05(c), the term “transfer” includes a direct or indirect assignment, pledge, hypothecation, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance or grant of a participation, sub sub-participation or other legal or beneficial interest in, change of Control or other disposition, at any tier of ownership, directly or indirectly, by operation of law or otherwise. Notes and beneficial interests in the Notes may be transferred in increments of $100 and only among Class Membersother Noteholders, subject to the consent of the Company, in the Company’s reasonable discretion, and further subject to the terms of the Agreement and securities and other applicable laws. In the event that a Noteholder desires to transfer its Notes or interest in the Notes or any part thereof, it shall give to the Trustee or, if the Notes are in the form of one or more Global Notes, the Custodian, an Assignment fully and properly executed by the transferor and the transferee, with a copy thereof to the Company. Within five (5) Business Days after receipt of such Assignment, the Company may require a purported transferee or and/or transferee to provide it with a legal opinion with respect to the proposed transfer if, in its reasonable opinion, the Company believes that such transfer may not be exempt from registration under federal and applicable state securities laws and regulations. Any certificate evidencing a Note (and all securities issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form, unless otherwise determined by the Company, with written notice thereof to the Trustee: THIS SECURITY IS SUBJECT TO TRANSFER RESTRICTIONS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE TRANSFERRED IN CONTRAVENTION OF SUCH RESTRICTIONS. A TRANSFER INCLUDES ANY LEGAL OR BENEFICIAL DIRECT OR INDIRECT ASSIGNMENT, PLEDGE, HYPOTHECATION, CONVEYANCE, SALE, TRANSFER, MORTGAGE, ENCUMBRANCE, GRANT OF A SECURITY INTEREST, ISSUANCE OR GRANT OF A PARTICIPATION, SUB SUB-PARTICIPATION OR OTHER LEGAL OR BENEFICIAL INTEREST IN, CHANGE IN CONTROL, OR OTHER DISPOSITION, AT ANY TIER OF OWNERSHIP, EITHER DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW OR OTHERWISE. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, ONLY WITH THE CONSENT OF IMH FINANCIAL CORPORATION (THE “COMPANY”) IN ITS REASONABLE DISCRETION AND ONLY TO (A) THE COMPANY OR ANY SUBSIDIARY THEREOF OR (B) CLASS MEMBERS NOTEHOLDERS AS DEFINED IN THE WITHIN MENTIONED INDENTURE, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE, OR, IF THE NOTES ARE IN THE FORM OF ONE OR MORE GLOBAL NOTES, THE CUSTODIAN PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEMTHEM (IF IN ITS REASONABLE OPINION, THE COMPANY BELIEVES THAT THE TRANSFER MAY NOT BE EXEMPT FROM REGISTRATION UNDER FEDERAL AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS), ALONG WITH AN ASSIGNMENT IN THE FORM PROVIDED IN THE INDENTURE COMPLETED AND DELIVERED BY THE TRANSFEROR AND THE TRANSFEREE TO THE TRUSTEE, OR, IF THE NOTES ARE IN THE FORM OF ONE OR MORE GLOBAL NOTES, THE CUSTODIAN. The Trustee or Custodian, as the case may be, shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Note or interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.