Note Holder Representatives Sample Clauses
The "Note Holder Representatives" clause designates one or more individuals or entities to act on behalf of all note holders in matters related to the notes. This representative is typically empowered to make decisions, give consents, or take actions that are binding on all note holders, such as enforcing rights under the notes or negotiating amendments. By centralizing authority, the clause streamlines communication and decision-making, preventing the need for unanimous consent from all note holders and ensuring efficient management of collective interests.
Note Holder Representatives. (a) The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person, including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any Affiliate of the Controlling Note Holder or any other unrelated third party (other than a Borrower Party). No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. No Servicer, Trustee or Certificate Administrator acting on behalf of the Lead Securitization Note Holder shall be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified such Servicer, Trustee or Certificate Administrator of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer, Trustee or Certificate Administrator with written confirmation of its acceptance of such appointment (and such parties will be entitled to rely on such notice), a mailing address and e-mail 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 and e-mail addresses). The Controlling Note Holder shall promptly deliver such information to any Servicer, Trustee and Certificate Administrator. None of the Servicers, Operating Advisor, Certificate Administrator and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Contro...