Directing Holder definition

Directing Holder means the Holder of Note A-1 or, if Note A-1 is included in a Securitization, the holders of Certificates issued in connection with such Securitization representing the specified interest in the class of Certificates designated as the “Controlling Class” or the duly appointed representative of the holders of such Certificates or such other party that the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement; provided, that no Borrower Party shall be entitled to act as Directing Holder.

Directing Holder shall have the meaning set forth in Section 21(a).

Directing Holder. With respect to any Serviced Mortgage Loan or, if applicable, Serviced Loan Combination:

Examples of Directing Holder in a sentence

• Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof.

• The Directing Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Directing Holder may deem advisable, subject to the terms of the Servicing Agreement.

• The Directing Holder shall be entitled to exercise the rights and powers granted to the Directing Holder hereunder and the rights and powers granted to the “Directing Holder,” “Controlling Class Certificateholder,” “Controlling Class Representative” or similar party under, and as defined in, the Servicing Agreement with respect to the Mortgage Loan.

• The Directing Holder may also direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Directing Holder may deem advisable.

• The Directing Holder shall have no liability to the other Holders 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 Servicing Agreement, or errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence.

More Definitions of Directing Holder

Directing Holder means the “Directing Certificateholder” or equivalent Person under the Lead Securitization Servicing Agreement.

Directing Holder. (a) With respect to all of the Serviced Loans other than a Serviced Outside Controlled Loan Combination and any Excluded Mortgage Loan, the Controlling Class Representative, and (b) with respect to any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder.

Directing Holder means (i) during the period prior to the Note A-1 Securitization Date, the Note A-1 Holder or such other party that the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement and (ii) after the Note A-1 Securitization Date, the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” under the Note A-1 Securitization or the duly appointed representative of the holders of such Certificates; provided, that no Borrower Party, as defined in the applicable Servicing Agreement, thereof shall be entitled to act as Directing Holder.

Directing Holder means (i) during the period prior to the Note A-1 Securitization Date, the Note A-1 Holder or such other party that the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement and (ii) after the Note A-1 Securitization Date, the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” under the Note A-1 Securitization or the duly appointed representative of the holders of such Certificates; provided, that no Borrower, property manager or affiliate thereof shall be entitled to act as Directing Holder.

Directing Holder means the Holder of the Directing Note or, if the Directing Note is included in a Securitization, the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of such holders under the related PSA (or such other party under the related PSA that is entitled to exercise the rights of the “Directing Holder” hereunder) or such other party that the Directing Holder grants the right to exercise the rights granted to the “Directing Holder” in this Agreement; provided, that if at any time 50% or more of the Directing Note (or class of securities issued in a Securitization into which such Note has been deposited that is designated as the “controlling class”) is held by (or such other party otherwise assigned the rights to exercise the rights of the “controlling class” under the related PSA is) the Borrower or a Borrower Party Affiliate, no such Holder or other Person shall be entitled to exercise any rights of the Directing Holder under this Agreement or the related PSA, and there shall be deemed to be no Directing Holder.

Directing Holder means (i) during the period prior to the Note A-1 Securitization Date, the Note A-1 Holder and (ii) after the Note A-1 Securitization Date, the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party that the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement; provided, that no Borrower, property manager or affiliate thereof shall be entitled to act as Directing Holder.

Directing Holder has the meaning specified in Section 5.02.