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 ...
Controlling Class Representative. (a) On the Closing Date and at any time when no Person is serving as the Controlling Class Representative in accordance with this Article XI, (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard; provided that the Control Party shall have no obligations to interact with any Holders (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party.
Controlling Class Representative. (a) Within five (5) Business Days following the Closing Date, the Trustee shall deliver a notice in the form of Exhibit G attached hereto, through the Applicable Procedures of the Clearing Agency for the related Series and posted to the Trustee’s internet website at xxx.xx.xxxxxxxxxx.xxx, announcing that there will be an election of a Controlling Class Representative and offering Controlling Class Members the opportunity to provide the Trustee with their contact information in writing within ten (10) Business Days of the date of such notice should they wish to participate in the election (such election, the “Initial CCR Election”). The Trustee shall provide any contact information that it receives, and any contact information in the Initial Controlling Class Member List, to the Manager and the Master Issuer upon request. During the Initial CCR Election, any notices and communications required to be sent by the Trustee pursuant to this Section 11.1 shall be sent directly to the Controlling Class Members at the mail and e-mail addresses provided to the Trustee in the Initial Controlling Class Member List and by each Controlling Class Member individually, and all communications delivered to the Trustee by any Controlling Class Member shall be sent directly by such Controlling Class Member (and not through the Applicable Procedures of the Clearing Agency). During any subsequent CCR Election, both the Trustee and the Controlling Class Members shall be entitled to rely on the Applicable Procedures of the Clearing Agency for all such notices and communications.
Controlling Class Representative. (a) Within five (5) Business Days following the occurrence of a CCR Re-Election Event or 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 xxx.xx.xxxxxxxxxx.xxx (together with a copy thereof to the Managers and the Co-Issuers), announcing that there will be a CCR Election and soliciting nominations of candidates for the Controlling Class Representative (a “CCR Election Notice”). 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.
Controlling Class Representative. (a) Within thirty (30) days after the Closing Date or any CCR Re-election Event, the Trustee will send via email to each Class A-1 Administrative Agent and, with respect to any Notes other than any Series of Class A-1 Notes, to the Holders thereof via the Applicable Procedures of the Clearing Agency a written notice (with copies to the Manager and the Co-Issuers) in the form of Exhibit H attached hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”). Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form of Exhibit I attached hereto (a “CCR Nomination”), certifying that, as of a date not more than ten (10) Business Days prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder or Noteholder of the Outstanding Principal Amount of Notes of the Controlling Class specified in its CCR Nomination and that it is not a Competitor; provided that for purposes of such nomination and determining the CCR Candidates pursuant to 119 the Base Indenture, with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount will be used in place of the Outstanding Principal Amount of such Series. For any nomination to be valid, the CCR Nomination will be delivered to the Trustee within thirty (30) calendar days of the date of the CCR Election Notice (such period, the “CCR Nomination Period”).
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 (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 xxx.xx.xxxxxxxxxx.xxx, 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.
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 “
Controlling Class Representative. (a) The Controlling Class Representative shall initially be 3|5|2 Capital ABS Master Fund LP.
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 REIT, Inc. shall serve as the initial Controlling Class Representative.
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
