Transferring Noteholder definition

Transferring Noteholder has the meaning assigned in Section 3.2(a).
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Examples of Transferring Noteholder in a sentence

  • If the Transferring Noteholder does not consummate the Transfer of the ROFR Notes to the Buyer in accordance with this Section 3.2(a)(iii) within such sixty (60)-day period, then the Note Offer shall be deemed to lapse and any Transfer pursuant to such Note Offer shall be in violation of the provisions of this Section 3.2(a) unless the Transferring Noteholder sends a new ROFR Notice and once again complies with the provisions of this Section 3.2(a) with respect to such Note Offer.

  • Following any Transfer that is permitted hereunder, the Transferring Noteholder shall have no further liability hereunder with respect to the interest in the Loan so assigned.

  • Any and all costs and expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees and costs, shall be borne by, and reimbursed to Administrative Agent upon demand by, such Transferring Noteholder if not paid by Borrower.

  • In the case of each of clauses (i), (ii) and (iii), any such Existing 5.750% 2022 Notes shall remain subject to the terms of this Agreement and such Transferee referred to in clauses (i), (ii) and (iii)(y) shall assume all obligations of the Transferring Noteholder Party in respect thereof.

  • If an Exercise Notice has been delivered by the Optionee prior to any transfer of a Note, the Transferring Noteholder shall, prior to the consummation of such transfer, deliver a copy of the Exercise Notice to the transferee.

  • In connection with any transfer by a Noteholder (a "Transferring Noteholder") of all or any portion of any Note (other than a purchase of a Note by the Optionee pursuant to Article I hereof), by operation of law or otherwise, that is permitted under the Note, the transferee shall execute and deliver to the Optionee a novation agreement in the form of Exhibit 1 hereto (a "Novation Agreement").

  • Each Other Party shall have the right, exercisable upon written notice to the Transferring Noteholder within 10 business days after receipt by the Other Party of such Co-sale Notice, to participate in the proposed disposition of Notes (the "Eligible Notes"), on the terms and conditions set forth in the Co-sale Notice.

Related to Transferring Noteholder

  • Controlling Noteholder means as of any date of determination the holder or holders of a majority of the Lead Securitization Note. At any time the Lead Securitization Note is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.

  • Investor Certificateholder means the holder of record of an Investor Certificate.

  • Non-Lead Noteholder means any Noteholder other than the Lead Securitization Noteholder.

  • Holder or Certificateholder The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Master Servicer, any Servicer or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. The Trustee may request and conclusively rely on certifications by the Depositor, the Master Servicer and any Servicer in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer or such Servicer.

  • Certificateholder or Holder The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

  • Requesting Noteholders shall have the meaning ascribed thereto in Section 12.01 of the Indenture.

  • Companion Loan Holder The holder of a Companion Loan.

  • Directing Certificateholder means the “Controlling Class Certificateholder” or other analogous term as defined in the Lead Securitization Servicing Agreement.

  • Class E Noteholder means the Person in whose name a Class E Note is registered on the Note Register.

  • Note A-9 Holder means the Initial Note A-9 Holder or any subsequent holder of Note A-9, as applicable.

  • Junior Certificateholder The Holder of not less than 95% of the Percentage Interests of the Junior Class of Certificates.

  • Non-Controlling Noteholder means each Noteholder other than the Controlling Noteholder; provided that, if at any time a Non-Controlling Note (or, at any time a Non-Lead Securitization Note is included in a Securitization, the Non-Lead Securitization Subordinate Class Representative) is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, no Person shall be entitled to exercise the rights of such Non-Controlling Noteholder with respect to such Non-Controlling Note.

  • Senior Noteholder means the Holder of any Senior Note.

  • Non-Lead Securitization Noteholder herein shall mean the Non-Lead Securitization Subordinate Class Representative under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (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 exercising the rights of a “Non-Lead Securitization Noteholder” herein or under the Servicing Agreement and, to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf) (such party, the “Non-Lead Securitization Noteholder Representative”); provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Lead Securitization Noteholder Representative with respect to such Non-Controlling Note for all purposes of this Agreement. Prior to Securitization of any Non-Lead Securitization Note by the Non-Lead Securitization Noteholder (including any New Notes), all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to each Non-Lead Securitization Noteholder Representative and, when so delivered to each Non-Lead Securitization Noteholder Representative, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement. Following Securitization of any Non-Lead Securitization Notes by the Non-Lead Securitization Noteholder, all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement.

  • Initial Noteholder means (i) with respect to Note A-1, the Initial Note A-1 Holder and (ii) with respect to Note A-2, the Initial Note A-2 Holder.

  • Serviced Pari Passu Companion Loan Holder A holder of a Serviced Pari Passu Companion Loan.

  • Lead Securitization Directing Certificateholder means the “Directing Certificateholder” as defined in the Lead Securitization Servicing Agreement.

  • Investor Certificate means any one of the certificates (including, without limitation, the Bearer Certificates, the Registered Certificates or the Global Certificates) executed by the Transferor and authenticated by the Trustee substantially in the form (or forms in the case of a Series with multiple classes) of the investor certificate attached to the related Supplement.

  • Registered Noteholder means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

  • Class D Noteholder means the Person in whose name a Class D Note is registered on the Note Register.

  • Controlling Note Holder herein shall mean the holders of the majority of the class of securities issued in such Securitization designated as the “controlling class” or any other party that is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement; provided that for so long as 50% or more of the Controlling Note is held by (or the party assigned the rights to exercise the rights of the “Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Controlling Note (and such party assigned the rights to exercise the rights of the “Controlling Note Holder” as described above) shall not be entitled to exercise any rights of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. If the Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.

  • Note A-8 Holder means the Initial Note A-8 Holder or any subsequent holder of Note A-8, as applicable.

  • Controlling Class Certificateholder Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator from time to time.

  • Lead Securitization Noteholder means the holder of the Lead Securitization Note.

  • Certificateholder only the Person in whose name a Certificate is registered in the Certificate Register.

  • Principal Holder means a person who, directly or indirectly, beneficially owns or controls 10% or more of any class of voting securities of the Corporation.