Initial Note A-5 Holder shall have the meaning assigned to such term in the preamble to this Agreement. Any successor Principal Holder designated pursuant to the immediately preceding sentence shall also have the right upon any subsequent transfer to designate a successor Principal Holder in the manner described above. Principal Holder means the original Holder of this Warrant on the date of issue, or if such original Holder so elects, any transferee of all or any portion of this Warrant whom such original Holder shall have designated by written notice to the Company as the successor Principal Holder. Note A-4 Holder means the Initial Note A-4 Holder or any subsequent holder of Note A-4, as applicable. ![]() Note A-5 Holder means the Initial Note A-5 Holder or any subsequent holder of Note A-5, as applicable. ![]() Note A-7 Holder means the Initial Note A-7 Holder or any subsequent holder of Note A-7, as applicable. Note A-6 Holder means the Initial Note A-6 Holder or any subsequent holder of Note A-6, as applicable. The Note C Holder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the Mortgage Loan Documents. ![]() Subject to the provisions of Section 5(f) hereof, each Non-Lead Senior Noteholder, each Note B Holder and each Note C Holder further agrees that only the Lead Senior 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.Įach Note B Holder and each Note C Holder expressly and irrevocably waives for itself and any Person claiming through or under such Noteholder any and all rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which purports to give a junior loan Noteholder the right to initiate any loan enforcement or foreclosure proceedings. The Note B Holder and the Note C Holder, shall each have the right, but not the obligation, to cure such Monetary Default within five (5) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times. Notwithstanding the foregoing, without the Lead Securitization Noteholder’s prior consent, which may be withheld in the Lead Securitization Noteholder’s sole and absolute discretion, no Note C Holder shall Transfer all or any portion of its Note to a Borrower Restricted Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.Įach Note B Holder and each Note C Holder represents, and it is specifically understood and agreed, that it is acquiring such Note for its own account in the ordinary course of its business and the Senior Noteholders shall otherwise have no liability or responsibility to the related Noteholder except as expressly provided herein or for actions that are taken or omitted to be taken by any Senior Noteholder that constitute gross negligence or willful misconduct or that constitute a breach of this Agreement.Įach Non-Lead Senior Noteholder, each Note B Holder and each Note C Holder in their capacity as such, hereby agrees that, upon the request of the Lead Senior Noteholder, each Non-Lead Senior Noteholder, each Note B Holder and each Note C Holder shall execute, acknowledge and deliver to the Lead Senior Noteholder all and every such further deeds, conveyances and instruments as the Lead Senior Noteholder may reasonably request for the better assuring and evidencing of the foregoing appointment and grant.Īrticle 15, paragraph 1 of the International Covenant on Civil and Political Rights is identical to article 12(1) of the Hong Kong Bill of Rights.Įach Note B Holder and each Note C Holder represents and warrants that it is duly organized, validly existing, in good standing and possesses of all licenses and authorizations necessary to carry on its business. If the subject Note is held by more than one Noteholder at any time, the holders of a majority of interest in the subject Note shall immediately appoint a representative to exercise all rights of such Note C Holder hereunder.
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