Controlling Certificateholders and Controlling Class Representative Clause Samples
The 'Controlling Certificateholders and Controlling Class Representative' clause defines who has the authority to make key decisions or exercise certain rights on behalf of all certificateholders in a securitization or similar financial structure. Typically, this clause outlines the criteria for determining which certificateholder(s) or class representative holds controlling status, such as holding a majority interest or meeting specific thresholds. For example, the controlling party may have the right to direct the trustee in matters like enforcement actions or amendments to transaction documents. The core function of this clause is to centralize decision-making power, thereby streamlining processes and avoiding conflicts or delays that could arise if all certificateholders had to act collectively.
Controlling Certificateholders and Controlling Class Representative. (a) Each Controlling Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Trustee and to notify the Trustee of the transfer of any Certificate of the Controlling Class, the selection of a Controlling Class Representative or the resignation or removal thereof. Any Certificateholder at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Trustee when such Certificateholder is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the Trustee will notify the Special Servicer of the identity of the Controlling Class Representative and any resignation or removal thereof.
(b) Within thirty (30) days of the Closing Date, the Trustee shall notify the Certificateholders of the Controlling Class that they may select a Controlling Class Representative for purposes of Section 3.27 of this Agreement. Such notice shall set forth the process established by the Trustee in order to select a Controlling Class Representative.
(c) Once a Controlling Class Representative has been selected pursuant to clause (b) above, each of the Master Servicer, the Special Servicer, the Seller, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders of the Controlling Class, by Certificate Principal Amount, or such Controlling Class Representative shall have notified the Trustee and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon the resignation of a Controlling Class Representative, the Trustee shall request the Certificateholders of the Controlling Class to select a new Controlling Class Representative.
(d) If at any time a Book-Entry Certificate belongs to the Controlling Class, the Trustee shall notify the related Beneficial Owner or Beneficial Owners (through the Seller, unless the Trustee shall have been previously provided with the name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it be informed of any change in the identity of the related Beneficial Owner from time to time.