Controlling Class Representative Clause Samples

The Controlling Class Representative clause designates a specific party or entity to act as the official representative for a class of stakeholders, typically in legal or financial agreements involving multiple classes of interests. This representative is empowered to make decisions, provide consents, or take actions on behalf of the entire class, such as voting on amendments or enforcing rights under the agreement. By centralizing authority in a single representative, the clause streamlines decision-making and ensures that the interests of the class are managed efficiently, reducing administrative complexity and potential conflicts among class members.
POPULAR SAMPLE Copied 2 times
Controlling Class Representative. (a) The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.23 to select a representative (the "Controlling Class Representative") having the rights and powers specified in this Agreement (including those specified in Section 3.24) or to replace an existing Controlling Class Representative; provided that, subject to the last sentence of this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of the Certificates of the Controlling Class, ARCap CMBS Fund II REIT, Inc. shall serve as the initial Controlling Class Representative. Upon (i) the receipt by the Certificate Administrator of written requests for the selection of a successor Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Certificate Administrator that the Controlling Class has changed, the Certificate Administrator shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Certificate Administrator or identified thereto by the Depositary or the Depositary Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative. Such notice shall set forth the process established by the Certificate Administrator for selecting a Controlling Class Representative, which process shall include the designation of the Controlling Class Representative by the Majority Controlling Class Certificateholder(s) by a writing delivered to the Certificate Administrator. No appointment of any Person as a successor Controlling Class Representative shall be effective until such Person provides the Certificate Administrator with (i) written confirmation of its acceptance of such appointment, (ii) written confirmation of its agreement to keep confidential, for so long as reports are required to be filed with respect to the Trust under Section 15(d) of the Exchange Act, all information received by it with respect to the Trust and its assets that has not been filed with the Commission, (iii) an address ...
View SourceView Similar (71)
Controlling Class Representative. (a) Within (x) thirty (30) days after the Series 2021-1 Closing Date and (y) five (5) Business Day following a CCR Re-election Event, the Trustee shall deliver a written notice to the Controlling Class Members (with copies to the Manager and the Issuer) in the form attached hereto as Exhibit G announcing an election of, and soliciting nominations of candidates for, the Controlling Class Representative (a “
View SourceView Similar (5)
Controlling Class Representative. To the broadest extent possible, the parties hereto agree and acknowledge that a Majority of Controlling Class may operate as the Controlling Class Representative under this Agreement and the other Transaction Documents, and any rights, powers, remedies or privileges of the Controlling Class Representative under this Agreement and the other Transaction Documents may also be exercised, enforced, enjoyed and received by the Majority of Controlling Class, including but not limited to, the authority to make decisions, provide consents, give directions, and take any other actions that the Controlling Class Representative is authorized or permitted to undertake under this Agreement and the other Transaction Documents.
View SourceView Similar (2)
Controlling Class Representative. Within five (5) Business Days following the occurrence of a CCR Re-Election Event or, prior to the 2022 Springing Amendments Implementation Date, Annual Election Date, the Trustee shall deliver a notice to the Controlling Class Members (together with a copy thereof to the Managers and the Co-Issuers), in the form of Exhibit H attached hereto, announcing an election of, and soliciting nominations of candidates for, the Controlling Class Representative (a “CCR Nomination Notice”) on its password-protected internet website at ▇▇▇.▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, and deliver the CCR Nomination Notice (i) with respect to the Book-Entry Notes, through the Applicable Procedures of DTC and (ii) with respect to any Class A-1 Notes, via email to each Class A-1 Administrative Agent. During any CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agencies for all Book-Entry Notes and the information contained in the Note Register from all Definitive Notes notices and communications.
View SourceView Similar (2)
Controlling Class Representative. The Controlling Class Certificateholder, or its designee, selected by the Holders or Beneficial Owners of more than 50% of the aggregate Certificate Principal Balance of the Controlling Class and as shall be evidenced by (except in the case of the initial Controlling Class Representative identified in the following sentence) notice delivered by the Controlling Class Representative to the parties hereto and the prior Controlling Class Representative, if any; provided, however, that until a Controlling Class Representative is so selected or after receipt of a notice from the Holders of more than 50% of the aggregate Certificate Principal Balance of the Controlling Class that a Controlling Class Representative is no longer designated, the Controlling Class Certificateholder that beneficially owns the largest aggregate Certificate Principal Balance of the Controlling Class shall be the Controlling Class Representative. The initial Controlling Class Representative will be Oaks Holding I LLC, a Delaware limited liability company, which may be notified at the address set forth in Section 8.05. No appointment of any other Person as a Controlling Class Representative shall be effective until such Person provides the Trustee and the Certificate Administrator with written confirmation of its acceptance of such appointment, and an address and email 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 email addresses). Until such notice and information is received, the Trustee and Certificate Administrator shall recognize the prior Controlling Class Representative as such representative until such time as it has received such information.
View Source
Controlling Class Representative. (a) Within five (5) Business Days following the occurrence of a CCR Re-Election Event or, prior to the 2022 Springing Amendments Implementation Date, Annual Election Date, the Trustee shall deliver a notice to the Controlling Class Members, in the form of Exhibit H attached hereto, through the Applicable Procedures of the applicable Clearing Agency with respect to Book-Entry Notes and to the registered address of any Holders of Definitive Notes and shall post a notice to the Trustee’s password-protected internet website at ▇▇▇.▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ (together with a copy thereof to the Managers and the Co-Issuers), in the form of Exhibit H attached hereto, announcing that there will be a CCR Electionan election of, and soliciting nominations of candidates for, the Controlling Class Representative (a “CCR Election Notice”)Nomination Notice”) on its password-protected internet website at ▇▇▇.▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, and deliver the CCR Nomination Notice (i) with respect to the Book-Entry Notes, through the Applicable Procedures of DTC and (ii) with respect to any Class A-1 Notes, via email to each Class A-1 Administrative Agent. During any CCR Election Period or any communications with respect thereto, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agencies for all Book-Entry Notes and the information contained in the Note Register from all Definitive Notes notices and communications.
View Source
Controlling Class Representative. (a) The Controlling Class Representative shall initially be 3|5|2 Capital ABS Master Fund LP. (b) Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received written notice from the Controlling Class Representative, the Trustee will deliver to each Noteholder, the Issuer, the Manager, and the Back-Up Manager a notice setting forth the name and address of the new Controlling Class Representative. (c) The Back-Up Manager will be entitled to rely on the identity of the Controlling Class Representative provided by the Trustee with respect to any obligation or right hereunder or under any other Transaction Document that the Back-Up Manager may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Noteholders of the Controlling Class, with no liability to it for such reliance. (d) Upon the resignation or removal of a Controlling Class Representative, the Issuer, with the assistance of the Manager, will appoint a successor Controlling Class Representative in accordance with the definition of “Controlling Class Representative” in this Base Indenture.
View Source
Controlling Class Representative. (a) The Noteholders (or, in the case of Book-Entry Notes, the Note Owners) of the Controlling Class whose Notes represent more than 50% of the related Outstanding Class Principal Balance shall be entitled in accordance with the terms hereof to select a representative (the “Controlling Class Representative”) having the rights and powers specified in this Base Indenture (including those specified in Section 10.06) or to replace an existing Controlling Class Representative); provided that no Affiliate of the Obligors may act as Controlling Class Representative; provided, further that if at any time no Controlling Class Representative is serving in place, then the “Controlling Class Representative” for all purposes shall be deemed to be represented by a vote of the Majority Noteholders and all notices for the Controlling Class Representative will be posted on the Indenture Trustee’s website. Upon (i) the receipt by the Indenture Trustee of written requests for the selection of a Controlling Class Representative from the Noteholders (or, in the case of Book-Entry Notes, the Note Owners) of Notes representing more than 50% of the Outstanding Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) receipt by
View Source

Related to Controlling Class Representative

  • Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representative (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 (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), 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. 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. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified the Servicer or Trustee 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 or Trustee with written confirmation of its acceptance of such appointment, an address and facsimile number 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 facsimile numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative. (b) Neither the Controlling Note Holder Representative nor the Controlling Note Holder will have any liability to the other Note Holder or any other Person for any action taken, or for refraining from the taking of any action or the giving of any consent or the failure to give any consent pursuant to this Agreement or the Lead Securitization Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Note Holders agree that the Controlling Note Holder Representative and the Controlling Note Holder (whether acting in place of the Controlling Note Holder Representative when no Controlling Note Holder Representative shall have been appointed hereunder or otherwise exercising any right, power or privilege granted to the Controlling Note Holder hereunder) may take or refrain from taking actions, or give or refrain from giving consents, that favor the interests of one Note Holder over the other Note Holder, and that the Controlling Note Holder Representative may have special relationships and interests that conflict with the interests of a Note Holder and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Note Holder Representative or the Controlling Note Holder, as the case may be, agree to take no action against the Controlling Note Holder Representative, the Controlling Note Holder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling Note Holder Representative nor the Controlling Note Holder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of any Note Holder. (c) The Non-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 “Non-Controlling Note Holder Representative”). All of the provisions relating to the Controlling Note Holder and the Controlling Note Holder Representative set forth in Section 6(a) (except those contained in the last sentence thereof) and Section 6(b) shall apply to the Non-Controlling Note Holder and the Non-Controlling Note Holder Representative mutatis mutandis. The Non-Controlling Note Holder Representative, as of the date of this Agreement and until the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) is notified otherwise, shall be the Initial Note Holder of the Non-Controlling Note, provided that at any time a Non-Controlling Note is included in a Securitization, references to a “Non-Controlling Note Holder” herein shall mean, with respect to such Note, the Non-Lead Securitization Subordinate Class Representative or any other party assigned the rights to exercise the rights of a “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice.