The Directing Certificateholder Sample Clauses
The Directing Certificateholder clause designates a specific party, typically the holder of a particular class or percentage of certificates, as having the authority to direct certain actions or decisions within a securitization trust or similar financial structure. In practice, this party may be empowered to instruct the trustee on matters such as enforcement of rights, management of defaulted assets, or approval of amendments to transaction documents. The core function of this clause is to centralize decision-making power in the hands of a key stakeholder, thereby streamlining governance and ensuring that actions taken reflect the interests of those most exposed to the transaction's risks.
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The Directing Certificateholder. (a) Other than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans (other than any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), (2) the Special Servicer with respect to Major Decisions relating to Non-Specially Serviced Loans (other than any applicable Excluded Loan) and (3) generally, the Special Servicer with respect to all Mortgage Loans for which an extension of maturity is being considered by the Special Servicer. If the Master Servicer receives a Mortgagor request for a Major Decision or Special Servicer Decision, the Master Servicer shall promptly forward such request to the Special Servicer and shall have no further obligations with respect to such Major Decision or Special Servicer Decision. The Special Servicer shall process such request, unless the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such request subject to the consent of the Special Servicer and other the consents or consultations required by this Section 6.08(a). Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this Section 6.08(a) and Section 6.08(b), (i) the Master Servicer shall not take any action that constitutes a Special Servicer Decision or a Major Decision unless it has obtained the consent of the Special Servicer, who shall have ten (10) days (or twenty (20) days with respect to the determination of an Acceptable Insurance Default) (from the date that the Special Servicer receives the information from the Master Servicer) to analyze and make a recommendation regarding any of the following actions (subject, however, to the right of the Special Servicer to process directly any of the following actions set forth herein) (provided that, in the event that the Special Servicer and the Master Servicer have mutually agreed that the Master Servicer will determine and process the request with respect to the subject following action, if the Special Servicer does not consent, or notify the Master Servicer that it will not consent, to any of the following actions within the required ten (10) days or twenty (20) days, as applicable, ...
The Directing Certificateholder. The Directing Certificateholder shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Mortgage Loans, (2) the Special Servicer and the applicable Master Servicer with respect to Non-Specially Serviced Mortgage Loans as to which such Master Servicer must obtain the consent or deemed consent of the Special Servicer, and (3) the Special Servicer with respect to all Mortgage Loans for which an extension of maturity is being considered by the Special Servicer or by the applicable Master Servicer subject to consent or deemed consent of the Special Servicer, and notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to, Section 3.08(f) and the second and third paragraphs of this Section 6.07, the applicable Master Servicer or Special Servicer, as the case may be, shall not be permitted to take any of the following actions as to which the Directing Certificateholder has objected in writing within ten (10) Business Days of being notified thereof (provided that if such written objection has not been received by such Master Servicer or the Special Servicer, as applicable, within such ten (10) Business Day period, then the Directing Certificateholder will be deemed to have waived its right to object):
The Directing Certificateholder. (a) The Directing Certificateholder shall have no liability whatsoever to the Trust Fund or any Certificateholder other than the Controlling Class Certificateholders and shall have no liability to any Controlling Class Certificateholder for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that, with respect to Controlling Class Certificateholders, the Directing Certificateholder shall not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties. By its acceptance of a Certificate, each Certificateholder confirms its understanding that the Directing Certificateholder may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates, and that the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Certificateholder may take actions that favor the interests of the Holders of the Controlling Class over the interests of the Holders of one or more other classes of Certificates, that the Directing Certificateholder, absent willful misfeasance, bad faith or negligence, shall not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance, by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.
(b) Within five Business Days of receipt of written notice that a new Directing Certificateholder has been selected, the Trustee shall deliver notice to the Servicers and the Special Servicer, of such Directing Certificateholder's identity. [End of Article VI]