Non-Controlling Note Holder definition
Non-Controlling Note Holder means any holder of a Non-Controlling Note; provided that at any time such holder’s respective Note is included in a Securitization, references to such “Non-Controlling Note Holder” herein shall mean the “Directing Certificateholder”, “Directing Holder”, “Controlling Class Representative” or any other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement (including without limitation subject to any restrictions applicable to the Mortgage Loan Borrower or affiliates of the Mortgage Loan Borrower provided in such Non-Lead Securitization Servicing Agreement) and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that for so long as any Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) a Borrower Party, such Non-Controlling Note (and the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” as described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement (it being understood, for the avoidance of doubt, that the Lead Securitization Note Holder (or the Master Servicer or Special Servicer on its behalf) may additionally need to deal with the master servicer, special servicer or other person party to the related Securitization Servicing Agreement) and (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such New Notes shall designate one such party to deal with the Lead Securitization Note Holder (or...
Non-Controlling Note Holder herein shall mean, with respect to such Note, the Non-Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise the rights of a “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.
Non-Controlling Note Holder means the Note Holder that is not the Controlling Note Holder. If the Non-Controlling Note Holder is a Borrower Party, it shall not be entitled to exercise the rights of a Non-Controlling Note Holder under this Agreement.
Examples of Non-Controlling Note Holder in a sentence
All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to each Non-Controlling Note Holder and its Non-Controlling Note Holder Representative mutatis mutandis.
The Controlling Note Holder and each Non-Controlling Note Holder acknowledge and agree that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder.
The Special Servicer shall notify the Controlling Note Holder Representative and each Non-Controlling Note Holder Representative of any inquiries or offers received regarding the sale of such Defaulted Mortgage Loan.
Subject to the terms of the Lead Securitization Servicing Agreement, each of the Controlling Note Holder, the Controlling Note Holder Representative, each Non-Controlling Note Holder and each Non-Controlling Note Holder Representative shall be permitted to submit an offer at any sale of the Mortgage Loan unless such Person is the Mortgage Loan Borrower or an agent or Affiliate of the Mortgage Loan Borrower.
Each related Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Collection Account or Whole Loan Custodial Account.
More Definitions of Non-Controlling Note Holder
Non-Controlling Note Holder means any holder of a Non-Controlling Note; provided that at any time such holder’s respective Note is included in a Securitization, the consultation and other rights of the “Non-Controlling Note Holder” herein may be exercised by the directing certificateholder under the Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights of a “Non-Controlling Note Holder” hereunder as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice. If at any time 50% or more of a Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note Holder shall not be entitled to exercise any rights of the Non-Controlling Note Holder and neither any Non-Controlling Note Holder nor any other person shall be entitled to exercise the rights of such Non-Controlling Note Holder.
Non-Controlling Note Holder herein shall mean the related “Directing Certificateholder”, “Directing Holder” or “Controlling Class Representative” (or analogous term) under the Non-Lead Securitization or any other party assigned the rights to exercise the rights of the related “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice. Each Non-Controlling Note Holder shall provide notice of its identity and contact information (including any change thereof) to the Trustee, Certificate Administrator, the Master Servicer and the Special Servicer under the Lead Securitization; provided, that each Initial Note Holder shall be deemed to have provided such notice on the date hereof. The Trustee, Certificate Administrator, the Master Servicer and the Special Servicer under the Lead Securitization shall be entitled to conclusively rely on such identity and contact information received by it and shall not be liable in respect of any deliveries hereunder sent in reliance thereon.
Non-Controlling Note Holder means each Note Holder other than the Controlling Note Holder; provided that at any time a Non-Controlling Note is included in a Securitization, the consultation and other rights of the “Non-Controlling Note Holder” under this Agreement may be exercised by the Directing Certificateholder under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.
Non-Controlling Note Holder herein shall mean the related “Directing Certificateholder”, “Directing Holder” or “Controlling Class Representative” (or analogous term) under the applicable Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights of the related “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice. For so long as the Controlling Note is included in the Lead Securitization, the “Directing Certificateholder” under the Lead Securitization Servicing Agreement (or any other party designated under the Lead Securitization Servicing Agreement to exercise the rights of the Controlling Note Holder hereunder) shall be the Controlling Note Holder Representative.
Non-Controlling Note Holder means the Note A-2 Holder; provided that at any time Note A-2 is included in a Securitization, the consultation and other rights of the “Non-Controlling Note Holder” under this Agreement may be exercised by the Directing Certificateholder under the Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights of the “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.
Non-Controlling Note Holder of such New Notes shall be as provided in the definition of such term in this Agreement.