Non-Controlling Noteholder definition

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.
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Non-Controlling Noteholder means each Noteholder other than the Controlling Noteholder.
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Non-Controlling Noteholder herein shall mean the “Directing Certificateholder”, “Directing Holder”, “Controlling Class Representative” or any other party assigned the rights to exercise the rights of the “Non-Controlling Noteholder”, as and to the extent provided in the related Non-Lead 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; provided that, in each case, if at any time 50% or more of the related Note is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the applicable Non-Controlling Noteholder. With respect to any individual Non-Controlling Note, 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 the “Non-Controlling Noteholder” herein or under the Servicing Agreement and, (x) to the extent that the related Non-Lead Servicing Agreement assigns such rights to more than one party or (y) to the extent the related Note is split into two or more New Notes pursuant to Section 39 and notice thereof is not provided to the Lead Securitization Noteholder (or, if applicable, the Master Servicer or the Special Servicer acting on its behalf), for purposes of this Agreement, the Non-Lead Servicing Agreement or the holders of such New Notes shall designate one party with respect to each Non-Controlling Note 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); 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-Controlling Noteholder, as the Non-Controlling Noteholder for all purposes of this Agreement.
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Examples of Non-Controlling Noteholder in a sentence

  • The Noteholders 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 Noteholder’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 Noteholder.

  • The Controlling Noteholder shall be entitled to appoint a replacement Special Servicer in connection with a termination of the Special Servicer at the direction of a Non-Controlling Noteholder, subject to the satisfaction of the requirements of the Lead Securitization Servicing Agreement and this Agreement.

  • Subject to the terms of the Servicing Agreement, each of the Controlling Noteholder, the Controlling Class Representative, each Non-Controlling Noteholder (or any controlling class representative or directing holder on its behalf under a related Non-Lead Securitization Servicing Agreement) shall be permitted to bid at any sale of the Senior Notes unless such Person is the Mortgage Loan Borrower, a Mortgage Loan Borrower Related Party or an agent of any of the foregoing.

  • Subject to the provisions of Section 5(f) hereof, each Non-Controlling Noteholder and the Note B Holder further agrees that only the Lead Securitization Noteholder, as a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding.

  • Each Non-Controlling Noteholder and the Note B Holder in its capacity as such, hereby agrees that, upon the request of the Lead Securitization Noteholder, such Non-Controlling Noteholder or Note B Holder, as applicable, shall execute, acknowledge and deliver to the Lead Securitization Noteholder all and every such further deeds, conveyances and instruments as the Lead Securitization Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant.

  • The Lead Securitization Noteholder (or the Servicer acting on behalf of the Lead Securitization Noteholder) shall not have any fiduciary duty to the Non-Controlling Noteholder or the Note B Holder in connection with the administration of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the obligation to make any disbursement of funds as set forth herein).

  • If more than one New Note is created hereunder, for purposes of exercising the rights of a Controlling Noteholder or Non-Controlling Noteholder hereunder, the “Controlling Noteholder” or “Non-Controlling Noteholder”, as applicable, shall be as provided in the definitions of such terms in this Agreement; provided that the Controlling Noteholder shall be entitled to designate any New Note created from the existing Controlling Note to be a Non-Controlling Note hereunder.

  • The Controlling Noteholder and the Non-Controlling Noteholders 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 Noteholder’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 Noteholder.

  • The Controlling Noteholder shall be entitled to appoint a replacement special servicer in connection with a termination of the Special Servicer at the direction of a Non-Controlling Noteholder, subject to the satisfaction of the requirements of the Servicing Agreement and this Agreement.

  • The Non-Controlling Noteholder that directs the Trustee to terminate the Special Servicer shall be solely responsible for reimbursing the Trustee’s or the Controlling Noteholder’s, as applicable, costs and expenses for such termination and replacement, 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 Companion Distribution Account.


More Definitions of Non-Controlling Noteholder

Non-Controlling Noteholder means each holder of a Non-Controlling Note; provided that, at any time a Non-Controlling Note is included in a Securitization, the consultation and other rights of a “Non-Controlling Noteholder” herein may be exercised by the directing certificateholder under the applicable Pooling and Servicing Agreement or any other party assigned the rights to exercise the rights of a “Non-Controlling Noteholder” hereunder, as and to the extent provided in the applicable Pooling and Servicing Agreement and as to the identity of which the Master Servicer and the Special Servicer has been given written notice.
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Non-Controlling Noteholder means each holder of a Non-Controlling Note; provided that, at any time a Non-Controlling Note is included in a Securitization, the consultation and other rights of a “Non-Controlling Noteholder” herein may be exercised by the Non-Lead Securitization Controlling Class Representative under the related Non-Lead Securitization Servicing Agreement or any other party assigned the rights to exercise the rights of a Non-Controlling Noteholder pursuant to the related Non-Lead Servicing Agreement and as to the identity of which the Master Servicer and the Special Servicer has been given written notice; provided, further, that for so long as a Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the right to exercise the rights of such Non-Controlling Noteholder (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and such party assigned the right to exercise the rights of such Non-Controlling Noteholder as described above) shall not be entitled to exercise any right of such Non-Controlling Noteholder, and there shall be deemed to be no Non-Controlling Noteholder hereunder with respect to such Non-Controlling Note.
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Non-Controlling Noteholder means, individually or collectively, as the context may require each Noteholder other than the Controlling Noteholder.
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Non-Controlling Noteholder means the Note A-1 Holder and the Note A-2 Holder or, if a Control Appraisal Period has occurred and is continuing, the Note B Holder.
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Non-Controlling Noteholder means the Senior Noteholder or, if a Control Appraisal Period has occurred and is continuing, the Junior Noteholder.
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Non-Controlling Noteholder means each Noteholder other than the Controlling Noteholder; provided that, if at any time a Non-Controlling Note is held by (or, at any
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Related to Non-Controlling 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.

  • Non-Controlling Note means any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling Note” hereunder pursuant to Section 32.

  • 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.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Senior Noteholder means the holder of a Senior Note.

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

  • Controlling Class Representative shall have the meaning assigned to the term “Directing Certificateholder” in the Lead Securitization Servicing Agreement.

  • Non-Lead Securitization Subordinate Class Representative means the holders of the majority of the class of securities issued in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative.

  • Class A-1 Noteholder means the Person in whose name a Class A-1 Note is registered on the Note Register.