Controlling Noteholder definition
Controlling Noteholder means as of any date of determination the holder or holders of a majority of the Lead Securitization Note. At any time the Lead Securitization Note is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.
Controlling Noteholder means as of any date of determination (i) the Note B Holder, unless a Control Appraisal Period has occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Lead Securitization Noteholder; provided that at any time the Lead Securitization Noteholder is the Controlling Noteholder and the Lead Securitization Note is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such other party designated under the terms of the Servicing Agreement to exercise the rights of the “Controlling Noteholder” hereunder), as and to the extent provided in the Servicing Agreement; provided, further, that if any Noteholder would be the Controlling Noteholder pursuant to the terms hereof but any interest in the Note of such Noteholder is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal Period shall be deemed to have occurred with respect to such Noteholder. As of the Closing Date, the Controlling Noteholder is the Note B Holder.
Controlling Noteholder means as of any date of determination the holder or holders of a majority of Note A-1; provided that, at any time Note A-1 is included in a Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in such Securitization designated as the “controlling class” (or such lesser amount as permitted under the terms of the related Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the related Servicing Agreement; provided, further, if at any time 50% or more of Note A-1 (or class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder”) is held by a Borrower Party, then no person shall be entitled to exercise the rights of the Controlling Noteholder. If Note A-1 is included in a Securitization, the related Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Controlling Noteholder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.
Examples of Controlling Noteholder in a sentence
The Lead Securitization Noteholder will reasonably cooperate with the Controlling Noteholder in order to satisfy the foregoing conditions, including the Rating Agency Confirmation.
The Controlling Noteholder will retain its right to remove and replace the Special Servicer, but the Controlling Noteholder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.
The Controlling Noteholder, at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right, at any time from time to time, to appoint a replacement Special Servicer with respect to the Mortgage Loan.
Subject to the terms of the Servicing Agreement, each of the Controlling Noteholder, the Controlling Class Representative, any other Noteholder (or any controlling class representative or directing holder on its behalf under the Non-Lead Securitization Servicing Agreement) shall be permitted to bid at any sale of the Non-Lead Securitization Note unless such Person is a Borrower Party.
The Servicer shall not take any action with respect to such Major Decision (or make a determination not to take action with respect to such Major Decision), unless and until the Special Servicer receives the written consent of the Controlling Noteholder before implementing a decision with respect to such Major Decision.
More Definitions of Controlling Noteholder
Controlling Noteholder means as of any date of determination
Controlling Noteholder means as of any date of determination (i) the Note B-1-1 Holder, unless a Control Appraisal Period has occurred and is continuing or (ii) if a Control Appraisal Period has occurred and is continuing, the Note A-1-1 Holder; provided that at any time Note A-1-1 is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement; provided, further, that, if the Note B-1-1 Holder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in such Note B-1-1 is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal Period shall be deemed to have occurred. If a Control Appraisal Period has occurred and any interest in Note A-1-1 is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of Note A-1-1 as Controlling Noteholder, the rights of the Controlling Noteholder shall be deemed null and void and no Mortgage Loan Borrower or Mortgage Loan Borrower Related Party shall be entitled to exercise such rights. As of the Closing Date, the Controlling Noteholder will be the Note B-1-1 Holder.
Controlling Noteholder means as of any date of determination the Note A-1 Holder; provided that at any time the Note A-1 is included in the Note A-1 Securitization, references to the “Controlling Noteholder” herein shall mean the Controlling Class Representative or any other party assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.
Controlling Noteholder means as of any date of determination the holder or holders of a majority of Note A-1; provided that, at any time Note A-1 is included in a
Controlling Noteholder means, as of any date of determination, (i) the Note B-1 Holder, provided that (a) no Control Appraisal Period has occurred and is continuing and (b) the Note B-1 Holder is not a Borrower Party and a Borrower Party would not otherwise be entitled to exercise the rights of the Controlling Noteholder in respect of Note B-1; (ii) the Note A-1 Holder if (a) the Note B-1 Holder is not then the Controlling Noteholder and (b) the Note A-1 Holder is then a Control-Eligible Note A Holder; (iii) the Note A-2 Holder if (a) neither the Note B-1 Holder nor the Note A-1 Holder is then the Controlling Noteholder and (b) the Note A-2 Holder is then a Control-Eligible Note A Holder; or (iv) if none of the Note B-1 Holder, the Note A-1 Holder or the Note A-2 Holder is then the Controlling Noteholder, the Note A-4-1 Holder (subject to the terms of the Lead Securitization Servicing Agreement). Notwithstanding any provision of this definition or any other provision of this Agreement or the Servicing Agreement to the contrary, in no event shall the ownership or holding of an interest in an A Note (whether legally, beneficially or otherwise, including as a holder or owner of a participation interest in such A Note or as a beneficial owner of any securities collateralized by such A Note) by a Note B Holder or any Affiliate of a Note B Holder shall limit the status of the Note B-1 Holder as the Controlling Noteholder or the rights of the Note B-1 Holder or its Controlling Noteholder Representative, at any time when no Control Appraisal Period is in effect and the Note B-1 Holder is not a Borrower Party, nor limit, at any time, the rights of the Note B Holder in such capacity, whether under the final sentence of the first paragraph of Section 4.2(j)(iii), Section 4.2(j)(viii), Section 4.2(j)(xi), Section 11, Section 12 or otherwise.
Controlling Noteholder means as of any date of determination (i) the holder or holders of a majority of the B Note (by Principal Balance), unless a Control Appraisal Period has occurred and is continuing and (ii) if and for so long as a Control Appraisal Period has occurred and is continuing, the Note A-1 Holder; provided that at any time the Note A-1 Holder is the Controlling Noteholder and Note A-1 is included in the Note A-1 Securitization, references to the “Controlling Noteholder” herein shall mean the Controlling Class Representative or any other party assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement; and provided further that, if the Note B Holder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in the B Note is held by a Borrower Party, or a Borrower Party would otherwise be entitled to exercise the rights of the Controlling Noteholder in respect of the B Note, then a Control Appraisal Period shall be deemed to have occurred.
Controlling Noteholder means, as of any date of determination, the Trustee as holder of Note A-1.