Controlling Noteholder Representative definition

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

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Controlling Noteholder Representative means, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 5(a).

Controlling Noteholder Representative means, with respect to the Mortgage Loan, the holder or holders of a majority of the Controlling Note (by Principal Balance) or a representative of the Controlling Noteholder appointed by such holder or holders pursuant to Section 5; provided that if the Controlling Note is held by the Lead Securitization Trust, the Controlling Noteholder Representative with respect to such Controlling Note will be deemed to be a “controlling class representative”, “directing holder”, “directing certificateholder” or a similar representative appointed with respect to such Controlling Note pursuant to the Servicing Agreement; provided further that no Borrower Restricted Party may be a Controlling Noteholder Representative.

Examples of Controlling Noteholder Representative in a sentence

• 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 foregoing provisions of this Section 5(b) shall not limit or modify the rights of the Controlling Noteholder and/or the Controlling Noteholder Representative to exercise their respective rights specifically set forth under this Agreement.

• The Controlling Noteholder Representative may be any Person (other than the Mortgage Loan Borrower or any Mortgage Loan Borrower Related 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.

• 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 the Lead Securitization Noteholder (and any Servicer) will accept such actions of the Controlling Noteholder Representative as actions of the Controlling Noteholder.

• In connection with the Securitization, the Note B Holder agrees to provide the identity of such Holder and the Controlling Noteholder Representative for inclusion in any disclosure document relating to the related Securitization as the applicable Senior Noteholder reasonably determines to be necessary or appropriate.

• No such Controlling Noteholder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder).

• Following such appointment, the Controlling Noteholder (or its Controlling Noteholder Representative), at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right to appoint and replace the Special Servicer (including, without limitation, a successor to Situs Holdings, LLC, as the initial Special Servicer) with respect to the Mortgage Loan.

More Definitions of Controlling Noteholder Representative

Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a). Notwithstanding any provision of this definition or any other provision of this Agreement or the Servicing Agreement to the contrary, in no event shall the ownership or holding of an interest in an A Note (whether legally, beneficially or otherwise, including as a holder or owner of a participation interest in such A Note or as a beneficial owner of any securities collateralized by such A Note) by a Note B Holder or any Affiliate of a Note B Holder limit the status of the Note B-1 Holder as the Controlling Noteholder or the rights of the Note B-1 Holder or its Controlling Noteholder Representative, at any time when no Control Appraisal Period is in effect and the Note B-1 Holder is not a Borrower Party, nor limit, at any time, the rights of the Note B Holder in such capacity, whether under the final sentence of the first paragraph of Section 4.2(j)(iii), Section 4.2(j)(viii), Section 4.2(j)(xi), Section 11, Section 12 or otherwise.

Controlling Noteholder Representative shall have the meaning assigned to such term in the A/B Co-Lender Agreement.