The Directing Holder Clause Samples
The Directing Holder clause designates a specific party, often among multiple stakeholders, who has the authority to make decisions or give instructions on behalf of all holders in certain situations. In practice, this clause typically applies in contexts such as syndicated loans or joint investments, where several parties share interests but need a single point of contact for administrative or enforcement actions. By centralizing decision-making power, the clause streamlines communication and action, reducing confusion and delays that could arise from requiring unanimous or majority consent among all holders.
The Directing Holder. (a) For so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Mortgage Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan), (2) the Special Servicer with respect to Non-Specially Serviced Mortgage Loans (other than any Excluded Loan) as to all Special Servicer Major Decisions, and (3) the Master Servicer with respect to Non-Specially Serviced Mortgage Loans (other than any Excluded Loan) as to all Master Servicer Major Decisions. 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 6.08, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan, any Servicing Shift Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan, for so long as no Control Termination Event has occurred and is continuing, neither the Master Servicer or the Special Servicer shall be permitted to take any of the following actions (each a “Major Decision”) as to which the Directing Holder has objected in writing within ten (10) Business Days (or thirty (30) days with respect to clause (xiv) of the definition of “Major Decision” below) after receipt of the related Major Decision Reporting Package (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 Holder will be deemed to have approved such action):
(i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties securing such of the Mortgage Loans and/or Serviced Whole Loans as come into and continue in default;
(ii) any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges (which the Master Servicer or the Special Servicer, as applicable, is permitted to waive pursuant to this Agreement)) or material non-monetary term (including, without limitation the timing of payments and acceptance of discounted pay-offs, but excluding the waiver of Penalty Charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan;
(iii) any sale of a Defaulted Mortgage Loan and any related defaulted Companion Loan, as applicable, or any REO...