Senior Note Holder definition
Examples of Senior Note Holder in a sentence
Each Senior Note Holder agrees that it will not Transfer its related Note except to a Qualified Institutional Lender.
The Note B Holder acknowledges that the Senior Note Holders do not owe the Note B Holder any fiduciary duty with respect to any action taken under the Mortgage Loan Documents and, except as provided herein, need not consult with the Note B Holder with respect to any action taken by a Senior Note Holder in connection with the Mortgage Loan.
The Note B Holder acknowledges that each Senior Note Holder may elect, in its sole discretion, to include the related Senior Note in a Securitization and agrees that it will, subject to Section 24, reasonably cooperate with such Holder, at such Senior Note Holder’s sole cost and expense, to effect such Securitization.
The Note B Holder shall not have any obligation whatsoever to purchase from such Senior Note Holder a Note interest in any future loans originated by such Senior Note Holder or their Affiliates.
Upon the delivery of the Noteholder Purchase Notice to each Senior Note, each Senior Note Holder shall sell (and the Note B Holder shall purchase) the Senior Notes (including, without limitation, any Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note Purchase Date”) not less than ten (10) and not more than thirty (30) days after the date of the Noteholder Purchase Notice, as shall be established by the Note A-1 Holder.
The Note B Holder shall have the right, by written notice to each Senior Note Holder (a “Noteholder Purchase Notice”), delivered at any time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, Senior Notes in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price.
Each Senior Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within their corporate powers, has been duly authorized by all necessary corporate action, and does not contravene such Senior Note Holder’s charter or any law or contractual restriction binding upon such Senior Note Holder, and that this Agreement is the legal, valid and binding obligation of such Senior Note Holder enforceable against it in accordance with its terms.
The Note B and the right of the Note B Holder to receive payments of interest, principal and other amounts with respect to the Note B shall at all times be junior, subject and subordinate to the Senior Notes and the right of each Senior Note Holder to receive payments of interest, principal and other amounts with respect to its related Senior Note as set forth herein.
Each Senior Note Holder represents and warrants that it is duly organized, validly existing, in good standing and possession of all licenses and authorizations necessary to carry on their business.
The Note B Holder agrees it will pay the reasonable out of pocket expenses of each Senior Note Holder (including all expenses of the Master Servicer and the Special Servicer) in connection with any such Transfer.