Common use of Registration of the Notes Clause in Contracts

Registration of the Notes. and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes are as set forth on Exhibit B and the names and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the names and addresses of the other Note Holders as set forth in the Note Register. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the Note Register. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.

Registration of the Notes. and Each Note Holder. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes are as set forth on Exhibit B and the names and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the names and addresses of the each other Note Holders as set forth in the Note RegisterHolder. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the Note Register. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and the each other Note Holder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.

Registration of the Notes. and Each Note Holder. (a) The Agent (or a servicer on its behalf) shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent (or a servicer on its behalf) shall serve as the initial note Note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes are as set forth on Exhibit B and the names and addresses of any transferee of any Note of which the Agent (or a servicer on its behalf) has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 1521, shall be registered in the Note Register. The Person in whose name a Note Holder is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement, except in the case of the Initial Noteholders who may hold their Notes through a nominee. Upon request of a Note HolderNoteholder, the Agent (or a servicer on its behalf) shall provide such party with the names and addresses of the other Note Holders as set forth in the Note RegisterNoteholders. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder the Noteholders hereby designates designate such person as its agent under this Section 15 22 solely for purposes of maintaining the Note Register. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement (unless The parties intend for the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto Notes to comply with this Agreement), whereby such transferee assumes all be in registered form for federal income tax purposes under Section 5f.103-1(c) of the obligations of the applicable Note Holder hereunder with United States Treasury Regulations. (b) With respect to such Note thereafter accruing and agrees to be bound the Earnout Advance made by the terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and the other Note Holder against any liability that may result if the transfer is not made Earnout Holders in accordance with Section 11, the provisions Earnout Holders shall notify the Lead Securitization Noteholder (or at any time when such Lead Securitization Noteholder’s Note is included in the Securitization, the Master Servicer and any primary servicer of this Agreementthe Master Servicer, with a copy to the applicable custodian) on the date on which such Earnout Advance was made and the amount of such Earnout Advance advanced by it to the Mortgage Loan Borrower, which notice shall include a true and correct image of each applicable Note as marked to reflect the disbursement of its portion of the Earnout Advance. Provided that such notice is so delivered, the Lead Securitization Noteholder (or at any time when the Senior Note is included in the Securitization, the Master Servicer) shall maintain a record of the Earnout Advance advanced by the Earnout Holder and shall treat the Junior Note Principal Balance as having been increased by the amount of such Earnout Advance.