Common use of Subordinate Class Representative Clause in Contracts

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. RREF II CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority 264 Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. RREF II CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or 261 remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer, and, in the case of the Commerce Point I & II Loan Combination, the related Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Trustee and Non-Trust Trust Advisor, and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. KKR Securities Holdings, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Raith Capital Partners Master Fund L.P. Partners, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative3.23, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ 3.24), and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative3.23, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. RREF II CMBS AIV, LP shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special ServicersServicer, the Master Servicers Servicer and, in the case of the Boca Hamptons Plaza Portfolio Loan Combination, the Boca Hamptons Plaza Portfolio Master Servicer, the Boca Hamptons Plaza Portfolio Special Servicer, the Boca Hamptons Plaza Portfolio Trustee and the Boca Hamptons Plaza Portfolio Operating Advisor and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided that Seer Capital Partners Master Fund L.P. Rialto CMBS V, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.

Subordinate Class Representative. (a) The Majority Subordinate Certificateholder shall have a continuing right, subject to and in accordance with this Section 3.23, to appoint a representative (the “Subordinate Class Representative”) having the rights and powers specified in this Agreement (including those specified in Section 3.24)¸ and/or remove or replace any existing Subordinate Class Representative, by delivering notice to the Certificate Administrator, the Trustee, the Special Servicers, the Master Servicers and, in the case of a removal or replacement of a Subordinate Class Representative, the then existing Subordinate Class Representative; provided provided, that Seer Capital Partners Master Fund L.P. C15 B-Holder 13, LLC shall be the initial Subordinate Class Representative. Such continuing right of the Majority Subordinate Certificateholder shall be exercisable in its sole discretion and at any time and from time to time, subject to subsection (b) below. If at any time the Majority Subordinate Certificateholder has not appointed a Subordinate Class Representative pursuant to this Section 3.23 or a Subordinate Class Representative has resigned or has been removed without the Majority Subordinate Certificateholder having appointed a successor Subordinate Class Representative3.23, then the Majority Subordinate Certificateholder shall be deemed to be the Subordinate Class Representative; provided that this provision shall not apply in the event the Majority Subordinate Certificateholder has expressly waived its right to act as or appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder.