Registration, Transfer and Exchange of Lessor Notes. The Owner Lessor shall maintain an office or agency where Lessor Notes may be presented for registration of transfer or for exchange (the "Registrar"). The Registrar shall keep a register of the Lessor Notes and of their transfer and exchange. The Owner Lessor may have one or more co-registrars. The Owner Lessor initially appoints the Indenture Trustee as Registrar in connection with the Lessor Notes. The Indenture Trustee shall maintain at the Indenture Trustee Office a register in which it will provide for the registration, registration of transfer and exchange of Lessor Notes (such register being referred to herein as the "Note Register"). If any Lessor Note is surrendered at said office for registration of transfer or exchange (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), the Owner Lessor will execute and the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Lessor Notes (subject to the limitations specified in Sections 2.3 and 2.13 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Lessor Note, dated the same date as the Lessor Note so surrendered and of like tenor and aggregate unpaid principal amount. Any Lessor Note or Lessor Notes issued in a registration of transfer or exchange shall be valid obligations of the Owner Lessor entitled to the same security and benefits to which the Lessor Note or Lessor Notes so transferred or exchanged were entitled, including rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Lessor Note or Lessor Notes surrendered. Every Lessor Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by the holder thereof or his attorney duly authorized in writing, and the Indenture Trustee may require an opinion of counsel as to compliance of any such transfer with the Securities Act. The Indenture Trustee shall make a notation on each new Lessor Note of the amount of all payments of principal previously made on the old Lessor Note or Lessor Notes with respect to which such new Lessor Note is issued and the date on which such new Lessor Note is issued and the date to which interest on such old Lessor Note or Lessor Notes shall have been paid. The Indenture Trustee shall not be required to register the transfer or exchange of any Lessor Note during the 10 days preceding the due date of any payment on such Lessor Note. Each Noteholder, by its acceptance of a Lessor Note, shall be deemed to have consented to, and agreed to be bound by, the terms and conditions hereof, of such Lessor Note (and any instrument of assignment or transfer) and of the other Operative Documents.
Appears in 7 contracts
Samples: Indenture of Trust, Mortgage and Security Agreement (Calpine Corp), Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement (Calpine Corp), Indenture of Trust, Deed of Trust, Assignment of Rents and Leases, Security Agreement and Financing Statement (Calpine Corp)
Registration, Transfer and Exchange of Lessor Notes. The Owner Lessor Trust shall maintain an office or agency where Lessor Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"). The Registrar shall keep a register of the Lessor Notes and of their transfer and exchange. The Owner Lessor Trust may have one or more co-registrars. The Owner Lessor Trust initially appoints the Lease Indenture Trustee as Registrar in connection with the Lessor Notes. The Lease Indenture Trustee shall maintain at the Lease Indenture Trustee Office a register in which it will provide for the registration, registration of transfer and exchange of Lessor Notes (such register being referred to herein as the "Note RegisterNOTE REGISTER"). If any Lessor Note is surrendered at said office for registration of transfer or exchange (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), the Owner Lessor Trust will execute and the Lease Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Lessor Notes (subject to the limitations specified in Sections 2.3 and 2.13 2.15 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Lessor Note, dated the same date as the Lessor Note so surrendered and of like tenor and aggregate unpaid principal amount. Any Lessor Note or Lessor Notes issued in a registration of transfer or exchange shall be valid obligations of the Owner Lessor entitled to the same security and benefits to which the Lessor Note or Lessor Notes so transferred or exchanged were entitled, including including, without limitation, rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Lessor Note or Lessor Notes surrendered. Every Lessor Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Lease Indenture Trustee duly executed by the holder Holder thereof or his attorney duly authorized in writing, and the Lease Indenture Trustee may require an opinion of counsel as to compliance of any such transfer with the Securities Act. The Lease Indenture Trustee shall make a notation on each new Lessor Note of the amount of all payments of principal previously made on the old Lessor Note or Lessor Notes with respect to which such new Lessor Note is issued and the date on which such new Lessor Note is issued and the date to which interest on such old Lessor Note or Lessor Notes shall have been paid. The Lease Indenture Trustee shall not be required to register the transfer or exchange of any Lessor Note during the 10 15 days preceding the due date of any payment on such Lessor Note. Each Noteholder, by its acceptance of a Lessor Note, shall be deemed to have consented to, and agreed to be bound by, the terms and conditions hereof, of such Lessor Note (and any instrument of assignment or transfer) and of the other Operative Documents.
Appears in 2 contracts
Samples: Indenture of Trust, Mortgage and Security Agreement (Edison Mission Energy), Indenture of Trust, Mortgage and Security Agreement (Edison Mission Energy)