Majority Noteholder Sample Clauses

Majority Noteholder. The Holder or Holders of Notes representing at least 51% of the aggregate Note Principal Amount of the Notes.
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Majority Noteholder. The Majority Noteholder shall exercise all rights and privileges of the Noteholders under the Buyer's Note and the Escrow Agreement, and with respect to claims by Buyer under the Buyer's Note and Escrow Agreement, and related matters, and in furtherance thereof (but without limitation of the authority granted hereunder): (i) to investigate, employ counsel to defend, resolve and settle any claim made by Buyer against the Buyer's Note and Escrow Agreement, (ii) to give and receive notices pursuant hereto and thereto, and (iii) to make and exercise all decisions, consents, choices, elections, selections (including selection of counsel and other consultants and advisors), settlements, requests, and exercise of discretion that the Noteholders have the right to make or exercise with respect to matters addressed herein or therein which shall be made or exercised only by the Majority Noteholder on behalf of the Noteholders. Buyer and the Company shall have the right to rely solely on the decisions made and actions taken by the Majority Noteholder, and may rely on Schedule 2.3 exclusively in determining whether or not it is dealing with the Majority Noteholder. If the Majority Noteholder shall at any time transfer all or any part of his interest in the Buyer's Note in accordance with the provisions of the Buyer's Note, whether or not by operation of law, the Buyer shall be provided with such documentation that it deems necessary to evidence such transfer, including, without limitation, an opinion of counsel. In no event shall the Buyer or the Company be responsible for the costs, expenses or liabilities of the Majority Noteholder.
Sample 1

Related to Majority Noteholder

  • Sole Noteholder The Note Registrar and the Indenture Trustee may deal with the Clearing Agency as the sole Noteholder of the Book-Entry Notes for all purposes of this Indenture and will not be obligated to the Note Owners, except as stated in Section 7.2.

  • Appointment of Controlling Noteholder Representative (a) The Controlling Noteholder shall have the right at any time to appoint a controlling noteholder representative to exercise its rights hereunder (the “Controlling Noteholder Representative”). The Controlling Noteholder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through the Controlling Noteholder Representative. The Controlling Noteholder Representative may be any Person (other than a Borrower Party), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting on behalf of the Controlling Noteholder and other Noteholders (and any Servicer) will accept such actions of the Controlling Noteholder Representative as actions of the Controlling Noteholder. The Lead Securitization Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as a Controlling Noteholder Representative until the Controlling Noteholder has notified the Lead Securitization Noteholder (and any Servicer) of such appointment and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder, the Controlling Noteholder Representative provides the Lead Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address, any fax number and any email address for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses, telephone numbers, any fax numbers and any email addresses). The Controlling Noteholder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Noteholder Representative until they receive such information from the Controlling Noteholder. The Controlling Noteholder agrees to inform each such Servicer or Trustee of the then-current Controlling Noteholder Representative.

  • Control by Noteholders of the Controlling Class (a) The Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that:

  • Acts of Certificateholders; Majority Control (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Owner Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Article VI) conclusive in favor of the Owner Trustee and the Issuer, if made in the manner provided in this Section 4.5.

  • Actions by Noteholder or Certificateholders (a) Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by the Noteholders or the Certificateholders, such action, notice or instruction may be taken or given by any Noteholder or any Certificateholder, as applicable, unless such provision requires a specific percentage of the Noteholders or the Certificateholders.

  • May Become Certificateholder The institution acting as Subordination Agent hereunder may become a Certificateholder and have all rights and benefits of a Certificateholder to the same extent as if it were not the institution acting as the Subordination Agent.

  • Notice to Noteholders Notices to a Noteholder will be considered received by the Noteholder:

  • Majority in Interest For so long as any obligations remain outstanding on the Notes, Majority in Interest shall mean Lenders who hold not less than sixty-five percent (65%) of the outstanding principal amount of the Notes.

  • Noteholder A holder of a Note.

  • Notification to Noteholders and Certificateholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders and the Depositor, who promptly shall provide such notice to the Rating Agencies, and the Owner Trustee shall give prompt written notice thereof to the Certificateholders.

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