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) 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. 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.
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.
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
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 xxx.xx.xxxxxxxxxx.xxx (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 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. 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.
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 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.
