Common use of Registration, Transfer and Exchange of Loan Certificates Clause in Contracts

Registration, Transfer and Exchange of Loan Certificates. Security Agent shall keep a register (the “Certificate Register”) in which Security Agent shall provide for the registration of Loan Certificates and the registration of transfers of Loan Certificates. No such transfer shall be given effect unless and until registered hereunder. Security Agent shall keep the Certificate Register at its Administrative Office. Security Agent is hereby appointed “Certificate Registrar” for the purpose of registering Loan Certificates and transfers of Loan Certificates as herein provided. A holder of any Loan Certificate intending to exchange such Loan Certificate shall surrender such Loan Certificate to Security Agent at its Administrative Office, together with a written request from the registered holder thereof for the issuance of a new Loan Certificate, specifying (in the case of a surrender for transfer) the name(s) and address(es) of the new holder(s). Upon surrender for registration of transfer of any Loan Certificate, Borrower shall execute, and Security Agent shall authenticate and deliver, in the name(s) of the designated transferee(s), one or more new Loan Certificate of a like aggregate original principal amount and Series. At the Lender’s option, Loan Certificates may be exchanged for other Loan Certificates of any authorized denominations of a like aggregate original principal amount and Series, upon surrender of the Loan Certificates to be exchanged to Security Agent at its Administrative Office. Whenever any Loan Certificates are so surrendered for exchange, Borrower shall execute, and Security Agent shall authenticate and deliver, the Loan Certificates which the Lender making the exchange is entitled to receive. All Loan Certificates issued upon any registration of transfer or exchange of Loan Certificates (whether under this Section 2.7 or under Section 2.8 or otherwise under this Security Agreement) shall be the valid obligations of Borrower evidencing the same respective obligations, and entitled to the same security and benefits under this Security Agreement, as the Loan Certificates surrendered upon such registration of transfer or exchange. Every Loan Certificate presented or surrendered for registration of transfer, shall (if so required by Security Agent) be duly endorsed, or be accompanied by a Transfer Agreement as required under Section 9 of the Credit Agreement in form satisfactory to Security Agent duly executed by the Lender or such holder’s attorney duly authorized in writing. Security Agent shall make a notation on each new Loan Certificate of the amount of principal amounts of Drawings previously made under, and the payments of principal previously made, on the old Loan Certificate or Loan Certificates with respect to which such new Loan Certificate is issued and the date to which interest on such old Loan Certificate or Loan Certificates has been paid. Interest shall be deemed to have been paid on such new Loan Certificate to the date on which interest shall have been paid on such old Loan Certificate, and the principal amounts of Drawings and all payments of the principal marked on such new Loan Certificate, as provided above, shall be deemed to have been made thereon. Security Agent shall not be required to exchange any surrendered Loan Certificates as provided above during the 10-day period preceding the due date of any payment on such Loan Certificate. Borrower and Security Agent shall in all cases deem the Person in whose name any Loan Certificate shall have been issued and registered as the absolute owner and holder of such Loan Certificate for the purpose of receiving payment of all amounts payable by Borrower with respect to such Loan Certificate, and for all other purposes, until Borrower receives from Security Agent a notice stating otherwise and such change is reflected on the Certificate Register. Security Agent will promptly notify Borrower of each registration of a transfer of a Loan Certificate. Subject to compliance by the Lender and its transferee (if any) of the requirements in this Section 2.7, Security Agent and Borrower shall use all reasonable efforts to issue new Loan Certificates upon transfer or exchange within ten (10) Business Days of the date a Loan Certificate is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Loan Certificates. Security Agent shall keep a register (the “Certificate Register”) in which Security Agent shall provide for the registration of Loan Certificates and the registration of transfers of Loan Certificates. No such transfer shall be given effect unless and until registered hereunder. Security Agent shall keep the Certificate Register at its Administrative Office. Security Agent is hereby appointed “Certificate Registrar” for the purpose of registering Loan Certificates and transfers of Loan Certificates as herein provided. A holder of any Loan Certificate intending to exchange such Loan Certificate shall surrender such Loan Certificate to Security Agent at its Administrative OfficeAgent, together with a written request from the registered holder thereof for the issuance of a new Loan Certificate, specifying (in the case of a surrender for transfer) the name(s) and address(es) of the new holder(s). Upon surrender for registration of transfer of any Loan Certificate, Borrower shall execute, and Security Agent shall authenticate and deliver, in the name(s) of the designated transferee(s), one or more new Loan Certificate of a like aggregate original principal amount and Series. At the Lender’s option, Loan Certificates may be exchanged for other Loan Certificates of any authorized denominations of a like aggregate original principal amount and Seriesamount, upon surrender of the Loan Certificates to be exchanged to Security Agent at its Administrative OfficeAgent. Whenever any Loan Certificates are so surrendered for exchange, Borrower shall execute, and Security Agent shall authenticate and deliver, the Loan Certificates which the Lender making the exchange is entitled to receive. All Loan Certificates issued upon any registration of transfer or exchange of Loan Certificates (whether under this Section 2.7 or under Section 2.8 or otherwise under this Security Agreement) shall be the valid obligations of Borrower evidencing the same respective obligations, and entitled to the same security and benefits under this Security Agreement, as the Loan Certificates surrendered upon such registration of transfer or exchange. Every Loan Certificate presented or surrendered for registration of transfer, shall (if so required by Security Agent) be duly endorsed, or be accompanied by a Transfer Agreement as required under Section 9 of the Credit Agreement Certificate in form satisfactory to Security Agent duly executed by the Lender or such holder’s attorney duly authorized in writing. Security Agent shall make a notation on each new Loan Certificate of the amount of principal amounts of Drawings previously made under, and the payments of principal previously made, on the old Loan Certificate or Loan Certificates with respect to which such new Loan Certificate is issued and the date to which interest on such old Loan Certificate or Loan Certificates has been paid. Interest shall be deemed to have been paid on such new Loan Certificate to the date on which interest shall have been paid on such old Loan Certificate, and the principal amounts of Drawings and all payments of the principal marked on such new Loan Certificate, as provided above, shall be deemed to have been made thereon. Security Agent Borrower shall not be required to exchange any surrendered Loan Certificates as provided above during the 10-day period preceding the due date of any payment on such Loan Certificate. Borrower and Security Agent shall in all cases deem the Person in whose name any Loan Certificate shall have been issued and registered as the absolute owner and holder of such Loan Certificate for the purpose of receiving payment of all amounts payable by Borrower with respect to such Loan Certificate, and for all other purposes, until Borrower receives from Security Agent a notice stating otherwise and such change is reflected on the Certificate Register. Security Agent will promptly notify Borrower of each registration of a transfer of a Loan Certificate. Any such transferee of a Loan Certificate, by its acceptance of a Loan Certificate, agrees to the provisions of this Security Agreement and the Credit Agreement applicable to Lenders and shall be deemed to have covenanted to the parties to the Credit Agreement as to the matters covenanted by the original Lender in the Credit Agreement. Subject to compliance by the Lender and its transferee (if any) of the requirements in this Section 2.72.6, Security Agent and Borrower shall use all reasonable efforts to issue new Loan Certificates upon transfer or exchange within ten (10) Business Days of the date a Loan Certificate is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Loan Certificates. The Security Agent agrees with the Borrower that the Security Agent shall keep a register (herein sometimes referred to as the “Certificate Register”) in which Security Agent provision shall provide be made for the registration of Loan Certificates of each Series and the registration of transfers of Loan CertificatesCertificates of such Series. No such Prior to the due presentment for registration of the transfer shall be given effect unless of any Loan Certificate, the Borrower and until registered hereunder. the Security Agent shall keep deem and treat the person in whose name such Loan Certificate is registered on the Certificate Register as the absolute owner of such Loan Certificate, and the Holder for the purpose of receiving payment of all amounts payable with respect to such Loan Certificate, and for all other purposes whether or not such Loan Certificate is overdue, and neither the Borrower nor the Security Agent shall be affected by notice to the contrary. The Certificate Register shall be kept at its Administrative Office. the office of the Security Agent set forth in this Agreement or at the office of any successor Security Agent, and the Security Agent is hereby appointed “Certificate Registrar” for the purpose of registering Loan Certificates and transfers of Loan Certificates as herein provided. A holder of any Loan Certificate intending to exchange such Loan Certificate shall surrender such Loan Certificate to Security Agent at its Administrative Office, together with a written request from the registered holder thereof for the issuance of a new Loan Certificate, specifying (in the case of a surrender for transfer) the name(s) and address(es) of the new holder(s). Upon surrender for registration of transfer of any Loan Certificate at the office of the Security Agent set forth in this Agreement and upon delivery by the Security Agent to the Borrower of such surrendered Loan Certificate, the Borrower shall execute, and the Security Agent shall authenticate and deliver, in the name(s) name of the designated transferee(s)transferee or transferees, one or more new Loan Certificate Certificates of a like aggregate original principal amount and Seriesamount. [Credit Agreement HSH/AS B737-800] At the Lender’s optionoption of the Holder, its Loan Certificates may be exchanged for other Loan Certificates of any authorized denominations denominations, of a like aggregate original principal amount and Seriesamount, upon surrender of the Loan Certificates to be exchanged to at the office of the Security Agent specified in the Credit Agreement. Each new Loan Certificate issued upon transfer or exchange shall be in a principal amount of at its Administrative Officeleast [***]* (except as may be necessary to evidence the entire outstanding principal amount of a Loan Certificate) and dated the Effective Date. Whenever any Loan Certificates are so surrendered for exchange, the Borrower shall execute, execute and Security Agent shall authenticate and deliver, deliver the Loan Certificates which the Lender Holder making the exchange is entitled to receive. Each Holder may also assign to any assignee an interest in any Loan Certificate held by it and the Security Agent shall, upon receipt of a written request of such assignee, accompanied by such proof of such assignment as the Security Agent may reasonably require, register in the name of such assignee such interest in such Loan Certificate and thereafter such assignee shall be a Holder for all purposes of the Operative Documents (subject to any limitations in the instrument of assignment). All Loan Certificates issued upon any registration of transfer or exchange of Loan Certificates (whether under this Section 2.7 or under Section 2.8 or otherwise under this Security Agreement) shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the same security and benefits under the Mortgage and this Security Agreement, as the Loan Certificates surrendered upon such registration of transfer or exchange. Every Loan Certificate presented or surrendered for registration of transfertransfer or exchange, shall (if so required by the Security Agent) be duly endorsed, or be accompanied by a Transfer Agreement as required under Section 9 written instrument of the Credit Agreement transfer in form satisfactory to the Security Agent duly executed by the Lender Holder thereof or such holder’s his attorney duly authorized in writing, and the Security Agent may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. The Security Agent shall make a notation on each new Loan Certificate or Loan Certificates of the amount of principal amounts of Drawings previously made under, and the payments of principal previously made, then available Commitment on the old Loan Certificate or Loan Certificates with respect to which such new Loan Certificate is issued issued, the current outstanding principal and the date to which interest accrued on such old Loan Certificate or Loan Certificates has been paid. Interest shall be deemed to have been paid on such new Loan Certificate to the date on which interest shall have been paid on such old Loan Certificate, and the principal amounts of Drawings and all payments of the principal marked on such new Loan Certificateextent, as provided aboveif any, shall be deemed to have which any interest therein has been made thereonsubject to a registered assignment. The Security Agent shall not be required to register the transfer of or exchange any surrendered Loan Certificates as above provided above during the 10-five calendar day period preceding the due date of any payment on such Loan CertificateCertificates. Any Holder may transfer any or all of its Loan Certificates to any Person. The Borrower and the Security Agent shall in all cases deem treat the Person in whose name any each Loan Certificate shall have is * Indicates that certain information contained herein has been issued omitted and registered as filed separately with the absolute owner Securities and holder of such Loan Certificate for the purpose of receiving payment of all amounts payable by Borrower Exchange Commission. Confidential treatment has been requested with respect to such Loan Certificate, and for all other purposes, until Borrower receives from Security Agent a notice stating otherwise and such change is reflected the omitted portions. [Credit Agreement HSH/AS B737-800] registered on the Certificate RegisterRegister as the Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 5.7. The Security Agent will promptly notify shall give the Borrower and each Holder notice of each registration of a such transfer of a Loan Certificate. Subject to compliance by the Lender and its transferee (if any) of the requirements in Certificate under this Section 2.7, Security Agent and Borrower shall use all reasonable efforts to issue new Loan Certificates upon transfer or exchange within ten (10) Business Days of the date a Loan Certificate is surrendered for transfer or exchange5.7.

Registration, Transfer and Exchange of Loan Certificates. The Security Agent agrees with the Borrower that the Security Agent shall keep a register (herein sometimes referred to as the “"Certificate Register”") in which Security Agent -------------------- provision shall provide be made for the registration of Loan Certificates of each Series and the registration of transfers of Loan CertificatesCertificates of such Series. No such Prior to the due presentment for registration of the transfer shall be given effect unless of any Loan Certificate, the Borrower and until registered hereunder. the Security Agent shall keep deem and treat the person in whose name such Loan Certificate is registered on the Certificate Register as the absolute owner of such Loan Certificate, and the Holder for the purpose of receiving payment of all amounts payable with respect to such Loan Certificate, and for all other purposes whether or not such Loan Certificate is overdue, and neither the Borrower nor the Security Agent shall be affected by notice to the contrary. The Certificate Register shall be kept at its Administrative Office. the office of the Security Agent set forth in the Credit Agreement or at the office of any successor Security Agent, and the Security Agent is hereby appointed “"Certificate Registrar” " for the purpose of registering Loan Certificates and transfers of Loan Certificates as herein provided. A holder of any Loan Certificate intending to exchange such Loan Certificate shall surrender such Loan Certificate to Security Agent at its Administrative Office, together with a written request from the registered holder thereof for the issuance of a new Loan Certificate, specifying (in the case of a surrender for transfer) the name(s) and address(es) of the new holder(s). Upon surrender for registration of transfer of any Loan Certificate of any Class at the office of the Security Agent set forth in the Credit Agreement and upon delivery by the Security Agent to the Borrower of such surrendered Loan Certificate, the Borrower shall execute, and the Security Agent shall authenticate and deliver, in the name(s) name of the designated transferee(s)transferee or transferees, one or more new Loan Certificate Certificates of a like aggregate original principal amount and SeriesClass. At the Lender’s optionoption of the Holder, its Loan Certificates of any Class may be exchanged for other Loan Certificates of such Class of any authorized denominations denominations, of a like aggregate original principal amount and Seriesamount, upon surrender of the Loan Certificates to be exchanged to at the office of the Security Agent specified in the Credit Agreement. Each new Loan Certificate issued upon transfer or exchange shall be in a principal amount of at its Administrative Officeleast $100,000 (except as may be necessary to evidence the entire outstanding principal amount of a Loan Certificate) and dated the Effective Date. Whenever any Loan Certificates are so surrendered for exchange, the Borrower shall execute, execute and Security Agent shall authenticate and deliver, deliver the Loan Certificates which the Lender Holder making the exchange is entitled to receive. All Loan Certificates issued upon any registration of transfer or exchange of Loan Certificates (whether under this Section 2.7 or under Section 2.8 or otherwise under this Security Agreement) shall be the valid obligations of Borrower evidencing the same respective obligations, and entitled to the same security and benefits under this Security Agreement, as the Loan Certificates surrendered upon such registration of transfer or exchange. Every Loan Certificate presented or surrendered for registration of transfer, shall (if so required by Security Agent) be duly endorsed, or be accompanied by a Transfer Agreement as required under Section 9 of the Credit Agreement in form satisfactory to Security Agent duly executed by the Lender or such holder’s attorney duly authorized in writing. Security Agent shall make a notation on each new Loan Certificate of the amount of principal amounts of Drawings previously made under, and the payments of principal previously made, on the old Loan Certificate or Loan Certificates with respect to which such new Loan Certificate is issued and the date to which interest on such old Loan Certificate or Loan Certificates has been paid. Interest shall be deemed to have been paid on such new Loan Certificate to the date on which interest shall have been paid on such old Loan Certificate, and the principal amounts of Drawings and all payments of the principal marked on such new Loan Certificate, as provided above, shall be deemed to have been made thereon. Security Agent shall not be required to exchange any surrendered Loan Certificates as provided above during the 10-day period preceding the due date of any payment on such Loan Certificate. Borrower and Security Agent shall in all cases deem the Person in whose name any Loan Certificate shall have been issued and registered as the absolute owner and holder of such Loan Certificate for the purpose of receiving payment of all amounts payable by Borrower with respect to such Loan Certificate, and for all other purposes, until Borrower receives from Security Agent a notice stating otherwise and such change is reflected on the Certificate Register. Security Agent will promptly notify Borrower of each registration of a transfer of a Loan Certificate. Subject to compliance by the Lender and its transferee (if any) of the requirements in this Section 2.7, Security Agent and Borrower shall use all reasonable efforts to issue new Loan Certificates upon transfer or exchange within ten (10) Business Days of the date a Loan Certificate is surrendered for transfer or exchange.MORTGAGE [Midway/LBK]

Registration, Transfer and Exchange of Loan Certificates. Security Agent (a) The Mortgagee shall keep keep, as agent for the Borrowers, a register (the “Loan Certificate Register”) in which Security Agent the Mortgagee shall provide for the registration of Loan Certificates and the registration of transfers and exchanges of Loan Certificates. No such transfer The Loan Certificate Register shall be given effect unless kept at the Mortgagee’s Office, and until registered hereunder. Security Agent shall keep the Certificate Register at its Administrative Office. Security Agent Mortgagee is hereby appointed “Loan Certificate Registrar” for the purpose of registering Loan Certificates and transfers and exchanges of Loan Certificates as herein provided. A holder of any Loan Certificate intending to exchange transfer such Loan Certificate Certificate, shall surrender such Loan Certificate to Security Agent the Mortgagee at its Administrative the Mortgagee’s Office, together with a written request from the registered holder thereof (a copy of which shall be delivered concurrently to the Borrower party to such Loan Certificate) for the issuance of a new Loan Certificate, specifying (in the case of a surrender for transfer) the name(s) name and address(es) address of the new holder(s)holder or holders. Upon surrender for registration of transfer of any Loan Certificate, the Borrower party to such Loan Certificate shall execute, and Security Agent shall authenticate execute and deliver, in the name(s) name of the designated transferee(s)transferee or transferees, one or more new Loan Certificates on the same terms as the replaced Loan Certificate and in the then outstanding portion of a like aggregate original principal amount and Seriesthe Original Amount of the Loan Certificate being transferred. At the Lender’s optionoption of any holder, Loan Certificates may be exchanged for other Loan Certificates of any authorized denominations of a like the same aggregate original principal amount outstanding Original Amount as the Loan Certificates to be exchanged, and Serieson the same terms as the Loan Certificate(s) to be exchanged, upon surrender of the Loan Certificates to be exchanged to Security Agent the Mortgagee at its Administrative the Mortgagee’s Office. Each new Loan Certificate issued upon transfer or exchange shall be in an Original Amount of not less than $1,000,000 (or, in either case, such lesser amount as shall constitute 100% of the outstanding principal amount of such transferred or exchanged Loan Certificate). Whenever any Loan Certificates are so surrendered for exchange, the Borrower party thereto shall execute, execute and Security Agent shall authenticate and deliver, deliver the Loan Certificates which the Lender holder making the exchange is entitled to receivereceive pursuant to the terms hereof. All Loan Certificates issued upon any registration of transfer or exchange of Loan Certificates (whether under this Section 2.7 or under Section 2.8 or otherwise under meeting the requirements of this Security Agreement) Agreement shall be the valid obligations of the Borrower party thereto evidencing the same respective obligations, and entitled to the same security and benefits under this Security Agreement, as the Loan Certificates surrendered upon such registration of transfer or exchange. Every Loan Certificate presented or surrendered for registration of transfer, shall (if so required by Security Agentthe Mortgagee) be duly endorsed, or be accompanied by a Transfer Agreement as required under Section 9 written instrument of the Credit Agreement transfer in form satisfactory to Security Agent the Mortgagee duly executed by the Lender holder or such holder’s attorney duly authorized in writing. Security Agent The Mortgagee shall make a notation on each new Loan Certificate of the amount of principal amounts all payments of Drawings Original Amount previously made under, and the payments of principal previously made, on the old Loan Certificate or Loan Certificates with respect to which such new Loan Certificate is issued and the date to which interest on such old Loan Certificate or Loan Certificates has been paid. Interest shall be deemed to have been paid on such new Loan Certificate to the date on which interest shall have been paid on such old Loan Certificate, and the principal amounts of Drawings and all payments and prepayments of the principal marked on Original Amount of such new old Loan Certificate, as provided above, Certificate shall be deemed to have been made thereon. Security Agent shall not be required to exchange any surrendered Loan Certificates as provided above during the 10-day period preceding the due date of any payment on such Loan Certificate. Borrower and Security Agent shall in all cases deem the Person in whose name any Loan Certificate shall have been issued and registered as the absolute owner and holder of such Loan Certificate for the purpose of receiving payment of all amounts payable by Borrower with respect to such Loan Certificate, and for all other purposes, until Borrower receives from Security Agent a notice stating otherwise and such change is reflected on the Certificate Register. Security Agent The Mortgagee will promptly notify the Borrower party thereto of each registration of a transfer of a Loan Certificate. Subject to compliance by Notwithstanding the Lender and its transferee (if any) foregoing, no transfer of the requirements in this Section 2.7, Security Agent and Borrower shall use all reasonable efforts to issue new Loan Certificates upon transfer or exchange within ten (10) Business Days of the date a Loan Certificate is surrendered shall be made hereunder unless (i) the transfer meets the requirements of Section 7.4 of the Credit Agreement and (ii) the transferring holder shall give prior or contemporaneous notice to the Borrower party to such Loan Certificate of such transfer, which notice shall identify the proposed new holder and provide contact information for transfer or exchangesuch holder, and the proposed new holder shall accept all the terms and conditions applicable to a Participant and holder of a Loan Certificate under the terms of the Credit Agreement, this Security Agreement, the Loan Certificates and the other Loan Operative Documents to and for the benefit of such Borrower.