Directing Junior Lender Clause Samples

Directing Junior Lender. Subject to the terms and conditions hereof and of the Servicing Agreement, the Servicer is hereby appointed to act, on behalf of and for the benefit of all of the Holders, as the Directing Junior Lender with respect to the Mezzanine Loan under the Intercreditor Agreement. The Servicer hereby accepts such appointment and assumes all duties and obligations of (on behalf of and for the benefit of all of the Holders) such Directing Junior Lender and agrees to be bound by the terms and provisions of this Agreement and the Intercreditor Agreement and the Mezzanine Loan Documents. Without limiting the generality of the foregoing, the Servicer hereby agrees to, as and to the extent provided under the Intercreditor Agreement: (a) forward all notices received under the Intercreditor Agreement to the Holders and the Collateral Agent within one (1) Business Day of receipt thereof: (b) exercise purchase options and/or cure rights granted to the Holders on behalf of the Holders, to the extent such purchase options and/or cure rights are to be exercised under the terms and provisions of this Agreement, in accordance with the terms and provisions of, and within the timeframes set forth in, the Intercreditor Agreement; (c) exercise consent and/or approval rights granted to the Holders in accordance with the terms and provisions of this Agreement (following the direction of the Holders holding the requisite interest in the Mezzanine Loan set forth herein, which, except in the case of a Unanimous Decision or a Super-Majority Decision, shall be the Deciding Majority), the Servicing Agreement and the Intercreditor Agreement; (d) provide and deliver all notices to be delivered to the other parties to the Intercreditor Agreement in accordance with the terms and provisions of this Agreement, the Servicing Agreement and the Intercreditor Agreement; and (e) follow the instructions of the Holders, in accordance with the terms and provisions of this Agreement and the Servicing Agreement, with regard to any actions permitted to be taken in its capacity as Directing Junior Lender under the Intercreditor Agreement. Notwithstanding anything to the contrary herein or in the Servicing Agreement, a Deciding Majority may terminate the Servicer as Directing Junior Lender at any time upon five (5) days prior written notice to the Servicer of such termination and replace the Directing Junior Lender with any party selected by the Deciding Majority upon written notice to the Servicer, the parties...