Subordinate Loan-Specific Directing Certificateholders Clause Samples

Subordinate Loan-Specific Directing Certificateholders. (a) The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of any Class of Subordinate Loan-Specific Certificates shall have the right to appoint and replace (for any reason) the Subordinate Loan-Specific Directing Certificateholder with respect to such Class. (b) No Subordinate Loan-Specific Directing Certificateholder shall have any liability to the Holders of the related Class of Subordinate Loan-Specific Certificates or any other Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent or failure to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance of a Subordinate Loan-Specific Certificate or other Certificate, each holder of a Subordinate Loan-Specific Certificate or other Certificate will be deemed to have confirmed its agreement that each Subordinate Loan-Specific Directing Certificateholder may take or refrain from taking actions, or give or refrain from giving any consents, that favor the interests of the appointing Certificateholder(s) over any other holder of such Class of Certificates or other Certificate, and that each Subordinate Loan-Specific Directing Certificateholder may have special relationships and interests that conflict with the interests of other Holders of such Class of Certificates or any other Certificates, will be deemed to have agreed to take no action against any Subordinate Loan-Specific Directing Certificateholder or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests, and that any Subordinate Loan-Specific Directing Certificateholder will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of the Holders of the related Class of Subordinate Loan-Specific Certificates. (c) Each Holder of a Class of Subordinate-Loan Specific Certificates is hereby deemed to have agreed by virtue of its purchase of such a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Senior Trust Advisor of the transfer of any such Certificate by delivering ...