Registration, Transfer and Exchange of Notes Sample Clauses
Registration, Transfer and Exchange of Notes. The Administrative Agent agrees with the Borrower that the Administrative Agent shall keep a register (herein sometimes referred to as the "Note Register") in which provision shall be made for the registration of Notes and the registration of transfers of Notes. Prior to the due presentment for registration of the transfer of any Note, the Borrower and the Administrative Agent shall deem and treat the Person in whose name such Note is registered on the Note Register as the absolute owner of such Note, and the Lender for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Borrower nor the Administrative Agent shall be affected by notice to the contrary. The Note Register shall be kept at the office of the Administrative Agent or at the office of any successor Administrative Agent, and the Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Subject to Section 24(c) hereof, upon surrender for registration of transfer of any Note at the Payment Office and upon delivery by the Administrative Agent to the Borrower of such surrendered Note, the Borrower shall execute, and the Administrative Agent shall deliver, in the name of the designated transferee or transferees, one or more new Notes of a like aggregate principal amount. At the option of the Lender, its Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal amount of at least $5,000,000 (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Borrower shall execute and deliver the Notes which the Lender making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the same security and benefits under the Mortgage, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange, shall (if so required by the Administrative Agent) be duly endorsed, or be accompanied by ...
Registration, Transfer and Exchange of Notes. (a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. The Notes are intended to be obligations in registered form for purposes of Section 163(f), Section 871(h)(2) and Section 881(c)(2) of the Code.
(b) Upon surrender for registration of transfer of any Definitive Note, subject to the applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the designated transferee or transferees, one or more Notes in denominations of a like aggregate denomination as the Definitive Note being surrendered. Each Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person and in the form of Definitive Notes in one of the appropriate forms as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange of Notes shall be entitled to the same benefits under this Indenture as the No...
Registration, Transfer and Exchange of Notes. The Company will keep at its principal office a register in which it will provide for the registration of and transfer of this Note, at its own expense (excluding transfer taxes). If any Note is surrendered at said office or at the place of payment named in the Note for registration of transfer or exchange (accompanied in the case of registration of transfer or exchange by a written instrument of transfer in form satisfactory to the Company duly executed by or on behalf of the holder), the Company, at its expense, will deliver in exchange one or more new Notes in denominations of $10,000 or larger multiples of $1,000, as requested by the holder for the aggregate unpaid principal amount. Any Note or Notes issued in a transfer or exchange shall carry the same rights to increase Notes surrendered. The Holder agrees that prior to making any sale, transfer, pledge, assignment, hypothecation, or other disposition (each, a "Transfer") of the Note, the Holder shall give written notice to the Company describing the manner in which any such proposed Transfer is to be made and providing such additional information and documentation regarding the Transfer as the Company reasonably requests. If the Company so requests, the Holder shall at his expense provide the Company with an opinion of counsel (which counsel must be reasonably satisfactory to the Company, to the holder, in form and substance satisfactory to the Company) that the proposed Transfer complies with applicable federal and state securities laws. The Company shall have no obligation to Transfer any Notes unless the holder thereof has complied with the foregoing provisions, and any such attempted Transfer shall be null and void.
Registration, Transfer and Exchange of Notes. The Company will keep at its principal executive office a note register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes. Whenever any Note or Notes shall be surrendered either at the principal executive office of the Company or at the place of payment named in the Notes, for transfer or exchange, the Company will execute and deliver in exchange therefor a new Note or Notes, as may be requested by such holder, in the same aggregate unpaid principal amount of the Note or Notes so surrendered. Each such new Note shall be payable to such person as such holder may request. Each Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or shall be accompanied by a written instrument of transfer duly executed, by the registered holder of such Note or its attorney duly authorized in writing. Any Note issued in exchange for any other Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, and neither gain nor loss of interest shall result from any such transfer or exchange. Any transfer tax relating to such transaction shall be paid by the holder requesting the exchange. The Company and any agent of the Company may treat the person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of and premium (if any) and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue.
Registration, Transfer and Exchange of Notes. (a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an 9
Registration, Transfer and Exchange of Notes. The Company will keep at its principal office a register in which it will provide for the registration and registration of transfer of Notes, at its own expense (excluding transfer taxes). If any Note is surrendered at said office or at the place of payment named in the Note for registration of transfer or exchange (accompanied in the case of registration of transfer by a written instrument of transfer in form satisfactory to the Company duly executed by or on behalf of the holder), the Company, at its expense, will deliver in exchange one or more new Notes in any denominations (multiples of $1,000), as requested by the holder, for the aggregate unpaid principal amount. Any Note or Notes issued in a transfer or exchange shall carry the same rights to interest (unpaid and to accrue) carried by the Note or Notes so transferred or exchanged so that there will not be any loss or gain of interest on the Note or Notes surrendered. Each holder of a Note shall promptly inform the Company of the transfer or assignment of such Note, or any portion thereof.
Registration, Transfer and Exchange of Notes. (a) The Trustee, as Registrar, will keep the Security Register for the registration of exchanges and transfers of Registered Global Notes. Upon presentation for transfer or exchange of any Registered Global Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York accompanied by a written instrument of transfer or exchange in the form approved by the Company (it being understood that, until notice to the contrary is given to holders of Registered Global Notes, the Company shall be deemed to have approved the form of instrument of transfer or exchange, if any, printed on any such Note), executed by the Holder, in person or by such Holder's attorney-in-fact duly authorized in writing, such Note shall be transferred upon the Security Register, and a new Note shall be authenticated and issued in the name of the transferee.
(b) Notwithstanding any provision to the contrary herein, so long as a Registered Global Note remains outstanding and is held by or on behalf of DTC, transfers of or exchanges of interests between Registered Global Notes, in whole or in part, shall only be made in accordance with this Section 2.06(b) or Section 2.07.
Registration, Transfer and Exchange of Notes. (a) The Trustee shall cause to be kept at its Corporate Trust Office a Note Register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the recordation of Notes and of transfers, pledges and exchanges of Notes as herein provided. Each Note shall be held, transferred, and exchanged through the book-entry facilities of the Trustee in accordance with its customary procedures.
(b) At the option of the Noteholders, Notes may be transferred to another Broker/Dealer or exchanged for other Notes in the same series and of the same class in authorized denominations evidencing the same aggregate principal amount, interest rate and maturity (subject to Section 2.01(f)) in accordance with the customary procedures of the Trustee with respect to the transfer or exchange of book-entry obligations. All Notes canceled by the Trustee in connection with a transfer or Exchange of Notes shall not be entitled to payment of principal and shall have no further legal rights or effect.
Registration, Transfer and Exchange of Notes. (a) The Borrower shall keep at its principal executive office a register for the registration and registration of transfers of this Note and any Notes issued upon the transfer or exchange hereof ("Notes"). The 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 shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Borrower shall not be affected by any notice or knowledge to the contrary.
(b) Upon surrender of any Note at the principal executive office of the Borrower for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer
Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to reflect any principal amount not evenly divisible