Controlling Class Certificateholder definition

Controlling Class Certificateholder. Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator from time to time.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Controlling Class Certificateholder means any Holder of a Certificate of the Controlling Class.

Controlling Class Certificateholder. Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Servicer or the Special Servicer may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Beneficial Owners, if applicable) of the Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Servicer or Special Servicer, as applicable. The Trustee, the Servicer and the Special Servicer shall be entitled to rely on any such list so provided. Notwithstanding the foregoing, for purposes of determining the Directing Certificateholder, exercising any rights of the Controlling Class or the Directing Certificateholder or receiving Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest in a Controlling Class Certificate who is a Borrower Affiliate, the Property Manager or an agent or Affiliate of the foregoing, or is a Restricted Party, will not be deemed to be a Holder of the related Controlling Class and will not be entitled to exercise such rights or receive such information, and any Directing Certificateholder previously appointed or selected by such holder will thereafter not be entitled to exercise any rights of the Directing Certificateholder. If, as a result of the preceding sentence, no Holder of Controlling Class Certificates would be eligible to exercise such rights, there will be no Directing Certificateholder or Controlling Class.

Examples of Controlling Class Certificateholder in a sentence

• In respect of any Mortgage Loan other than an Excluded Loan (as to the Directing Certificateholder) that is a Specially Serviced Loan and prior to the occurrence of a Consultation Termination Event, the applicable Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).

• In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the applicable Master Servicer and the applicable Special Servicer.

• In respect of any Mortgage Loan other than an Excluded Loan that is a Specially Serviced Loan and prior to the occurrence and continuance of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).

• Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.

• Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer pursuant to this Section 3.19.

• Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the applicable Master Servicer, the applicable Special Servicer and the Operating Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m) (the cost of obtaining such information from the Depository being an expense of the Trust).

• To the extent there is only one Controlling Class Certificateholder and it or its Affiliate is also the Special Servicer, it shall be the Directing Certificateholder.

• To the extent there is only one Controlling Class Certificateholder and it is also the General Special Servicer, it shall be the Directing Certificateholder.

More Definitions of Controlling Class Certificateholder

Controlling Class Certificateholder. Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar from time to time based solely upon the Certificate Register (or with respect to a Beneficial Owner, the Beneficial Owner’s Investor Certification). Notwithstanding the foregoing, for purposes of determining the Controlling Class Representative, exercising any rights of the Controlling Class or receiving Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, if the Guarantor, the Borrower Sponsor, the Property Manager, an Affiliate of the Guarantor, the Borrower Sponsor, the Property Manager, any Borrower or any other Borrower Party or any agent of the foregoing is a Holder or Beneficial Owner of any interest in a Controlling Class Certificate, such Controlling Class Certificate shall be deemed not outstanding and such Holder or Beneficial Owner shall be deemed not to be a Holder (or Beneficial Owner) of the related Controlling Class and shall not be entitled to exercise such rights or receive such information. If, as a result of the preceding sentence, no holder of Controlling Class Certificates would be eligible to exercise such rights, there shall be no Controlling Class Representative.

Controlling Class Certificateholder. Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Servicer or the Special Servicer may from time to time request (the cost of which being a Trust Fund Expense) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Certificate Administrator, Servicer, or Special Servicer, as applicable. The Trustee, the Servicer and the Special Servicer shall be entitled to rely on any such list so provided. The Certificate Administrator and the other parties to this Agreement will be entitled to assume that the identity of the Directing Holder has not changed absent a written notice of a replacement of the Directing Holder by a majority of the Controlling Class by Certificate Balance or the resignation of the then current Directing Holder. Any written notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any Directing Holder other than the initial Directing Holder will be required to state that such subsequent Directing Holder is not a Borrower, property manager or any of their Affiliates. The Servicer and the Special Servicer may request that the Certificate Administrator provide the name of the Directing Holder and will be entitled to conclusively rely on such information provided.

Controlling Class Certificateholder. Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator from time to time; provided, however, that solely for the purpose of giving any consent, taking any action, or exercising any control, consultation or other rights as a Controlling Class Certificateholder with respect to the Newcastle Loan Combination or the Newcastle Mortgage Loan, any Certificate of the Controlling Class beneficially owned by a Competitor Restricted Party shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained.

Controlling Class Certificateholder. As of any date of determination, any Holder of a Certificate of the Controlling Class.

Controlling Class Certificateholder means any Holder of Certificates of the Controlling Class. "CONTROLLING CLASS REPRESENTATIVE" shall have the meaning assigned thereto in SECTION 3.23(a), and shall initially be ARCap REIT, Inc.