Common use of Transfer of Senior Securities Clause in Contracts

Transfer of Senior Securities. (a) The Company or its duly appointed agent shall maintain a register (the “Senior Securities Register”) for the Senior Securities in which it shall register the issuance and transfer of the Senior Securities. All transfers of the Senior Securities shall be recorded on the Senior Securities Register maintained by the Company or its agent, and the Company shall be entitled to regard the registered Holder of such Senior Security as the actual owner of the Senior Security so registered until the Company or its agent is required to record a transfer of such Senior Security on its Senior Securities Register. The Company or its agent shall, subject to applicable securities laws, be required to record any such transfer when it receives the Senior Security to be transferred duly and properly endorsed by the registered Holder or by its attorney duly authorized in writing. (b) The Company shall at any time, upon written request of the Holder of a Senior Security and surrender of the Senior Security for such purpose, at the expense of the Company, issue new Senior Securities in exchange therefor in such denominations of at least $1,000, as shall be specified by the Holder of such Senior Security, in an aggregate principal amount equal to the then unpaid principal amount of the Senior Securities surrendered and substantially in the form of Annex F, with appropriate insertions and variations, and bearing interest from the date to which interest has been paid on the Senior Security surrendered. All Senior Securities issued upon any registration of transfer of exchange pursuant to this Section 5.6(b) shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Senior Securities surrendered upon such registration of transfer or exchange. (c) All Senior Securities presented for registration of transfer or for exchange or payment shall be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in a form satisfactory to the Company duly executed by the Holder or such Holder’s attorney duly authorized in writing. (d) No service charge shall be incurred for any exchange or registration of transfer of Senior Securities, but the Company may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. (e) Prior to due presentment for the registration of a transfer of any Senior Security, the Company and any agent of the Company may deem and treat the person in whose name such Senior Security is registered as the absolute owner and Holder of such Senior Security for the purpose of receiving payment of principal of and interest on such Senior Security and none of the Company or any agents of the Company shall be affected by notice to the contrary. (f) Subject to compliance with applicable securities laws, the Holder shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Senior Securities at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Senior Securities, including without limitation, as set forth in Section 5.9; provided that Treasury shall not Transfer any Senior Securities if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Senior Securities, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request (including such information as is required by Section 3.1(c)(iv)) and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

Transfer of Senior Securities. (a) The Company Seller or its duly appointed agent shall maintain a register (the “Senior Securities Security Register”) for the Senior Securities in which it shall register the issuance and transfer of the Senior Securities. All transfers of the Senior Securities shall be recorded on the Senior Securities Security Register maintained by the Company Seller or its agent, and the Company Seller shall be entitled to regard the registered Holder of such Senior Security as the actual owner of the Senior Security so registered until the Company Seller or its agent is required to record a transfer of such Senior Security on its Senior Securities Security Register. The Company Seller or its agent shall, subject to applicable securities laws, be required to record any such transfer when it receives the Senior Security to be transferred duly and properly endorsed by the registered Holder or by its attorney duly authorized in writing. (b) The Company Seller shall at any time, upon written request of the Holder of a Senior Security and surrender of the Senior Security for such purpose, at the expense of the CompanySeller, issue new Senior Securities in exchange therefor in such denominations of at least $1,000, as shall be specified by the Holder of such Senior Security, in an aggregate principal amount equal to the then unpaid principal amount of the Senior Security or Senior Securities surrendered and substantially in the form of Annex F, A with appropriate insertions and variations, and bearing interest from the date to which interest has been paid on the Senior Security Securities surrendered. All Senior Securities issued upon any registration of transfer of exchange pursuant to this Section 5.6(b) shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Senior Securities surrendered upon such registration of transfer or exchange. (c) All Senior Securities presented for registration of transfer or for exchange or payment shall be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in a form satisfactory to the Company Seller duly executed by the Holder or such Holder’s attorney duly authorized in writing. (d) No service charge shall be incurred for any exchange or registration of transfer of Senior Securities, but the Company Seller may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. (e) Prior to due presentment for the registration of a transfer of any Senior Security, the Company Seller and any agent of the Company Seller may deem and treat the person Person in whose name such Senior Security is registered as the absolute owner and Holder of such Senior Security for the purpose of receiving payment of principal of and interest on such Senior Security and none of the Company Seller or any agents of the Company Seller shall be affected by notice to the contrary. (f) Subject to compliance with applicable securities laws, the Holder shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Senior Securities at any time, and the Company Seller shall take all steps as may be reasonably requested by Treasury the Purchaser to facilitate the Transfer of the Senior Securities, including without limitation, as set forth in Section 5.9; provided that Treasury the Purchaser and its transferees shall use their commercially reasonable efforts not to effect any Transfer of any Senior Securities if such transfer would require the Company Seller to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company Seller shall provide reasonable cooperation to facilitate any Transfers of the Senior Securities, including, as is reasonable under the circumstances, by furnishing such information concerning the Company Seller and its business as a proposed transferee may reasonably request (including such information as is required by Section 3.1(c)(iv5.02(a)) and making management of the Company Seller reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.