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 for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so long as no Control Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Mortgage Loans, (2) the Special Servicer with respect to Non-Specially Serviced Mortgage Loans, as to all matters for which the 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 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 the second and third paragraphs of this Section 6.07, (i) the Master Servicer shall not be permitted to take any of the following actions (each a “Major Decision”) unless it has obtained the consent of the Special Servicer and (ii) with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Whole Loan, for so long as no Control Event has occurred and is continuing, the Special Servicer shall not be permitted to consent to the Master Servicer’s taking any of the following actions nor will the Special Servicer itself be permitted to take any of the following actions as to which the Directing Certificateholder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause (x) below) after receipt of the written recommendation and analysis (provided that if such written objection has not been received by the Master Servicer or the Special Servicer, as applicable, within such ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder will be deemed to have approved such action):
(i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans as come into and continue in default;
(ii) any modification, consent to a modification or waiver of a monetary term or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding waiver of Default Interest or late payment charges) of a Mortga...
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. The Directing Certificateholder (or with respect to the Newport Mortgage Loan, the Newport Representative in consultation with the Directing Certificateholder) shall be entitled to advise the Special Servicer with respect to the following actions of the Special Servicer with respect to any Mortgage Loan, and notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to, the second paragraph of this Section 6.07, the Special Servicer shall not be permitted to take any of the following actions as to which the Directing Certificateholder (or with respect to the Newport Mortgage Loan, the Newport Representative in consultation with the Directing Certificateholder) has objected in writing within 5 Business Days of having received the Special Servicer's written recommendation and all information and documents the Directing Certificateholder may reasonably request (provided that if such written objection has not been received by the Special Servicer within such 5 Business Day period, then the Directing Certificateholder (or with respect to the Newport Mortgage Loan, the Newport Representative in consultation with the Directing Certificateholder) will be deemed to have waived its right to object):
(i) any proposed foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans as come into and continue in default;
(ii) any modification of a monetary term of a Mortgage Loan;
(iii) any proposed sale of a Defaulted Mortgage Loan or REO Property (other than in connection with the termination of the Trust Fund) for less than the applicable Purchase Price;
(iv) any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials located at an REO Property;
(v) any acceptance of substitute or additional collateral for a Mortgage Loan other than pursuant to the specific terms of the related Mortgage Loan;
(vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to a Mortgage Loan;
(vii) any management company changes or franchise changes with respect to a Mortgage Loan for which the Servicer is required to consent or approve;
(viii) releases of any escrows, reserves or letters of credit held as performance or "earn-out" reserves or escrows; and
(ix) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan o...