Noteholder Agreement. By acceptance of a Note, the Noteholder agrees with and represents to the Depositor, the Trust, the Indenture Trustee and the Note Registrar, that no Note Transfer will be made unless (i) the registration requirements of the Securities Act and applicable State securities laws have been complied with for the Note according to Section 2.6(a), (ii) the Note Transfer is to the Depositor or its Affiliates or (iii) the Note Transfer is exempt from the registration requirements under the Securities Act because the Note Transfer is (A) in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Note Transfer is being made in reliance on Rule 144A or (B) in compliance with Rule 903 or 904 of Regulation S, to a non-U.S. person outside the United States.
Noteholder Agreement. Notwithstanding anything to the contrary herein, (i) no Holder shall take any action contrary to the direction given to the Trustee by Holders to dismiss with prejudice and release all claims, counterclaims and/or third-party claims that were asserted or could have been asserted by the Trustee or the Holders in connection with the 2011 Restructuring Transactions, including those asserted in the Lawsuit, (ii) no Holder shall have any rights with respect to any claims, counterclaims and/or third-party claims that were asserted or could have been asserted by the Trustee or the Holders in connection with the 2011 Restructuring Transactions, including those asserted in the Lawsuit and (iii) no Holder shall have any rights with respect to any claims that could be asserted against the Trustee in connection with the Trustee’s execution of the Stipulation and the Trustee Release. The terms “2011 Restructuring Transactions,” “Lawsuit,” “Stipulation,” and “Trustee Release” will have the meanings ascribed to such terms in the Offering Memorandum.”
Noteholder Agreement. The Investor agrees that by acceptance of the August 2013 Convertible Note pursuant to the terms of this Agreement, he will be bound by the terms of the August 2013 Convertible Note.
Noteholder Agreement. 6. A copy of the executed amendment documentation to the Noteholder Agreement.
