Common use of Borrower Affiliate Holders Clause in Contracts

Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted Rights, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Loan Documents with respect to the Mezzanine Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Loan.

Borrower Affiliate Holders. Notwithstanding anything to the contrary contained herein, if at any time a Holder becomes a Borrower Affiliate Holder, then for so long as such Holder is a Borrower Affiliate Holder it shall not be entitled (i) to vote on, give any advice or recommendation relating to, be involved in any consultations relating to, participate in, or otherwise exercise, any Majority Decision, Super-Majority Decision or Unanimous Decision or any of the Restricted RightsDecision, and such Borrower Affiliate Holder’s Note and Percentage Interest shall not be taken into account for purposes of calculating whether the requisite voting percentages have been achieved, (ii) to exercise any other rights or remedies, or grant any consents or waivers, other than (x) any cure rights to the extent exercisable under Section 4 hereof, (y) any purchase options rights to the extent exercisable under Section 5 hereof or (z) any other rights explicitly granted to any Affiliate Holder under the Intercreditor Agreement, (iii) to receive any notices or “asset status reports” or other similar correspondence under this Agreement, the Servicing Agreement or the Intercreditor Agreement or (iv) exercise any rights an Affiliate Holder is not entitled to exercise under the Intercreditor Agreement. Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges. In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Mortgage Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Mortgage Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, Decision or a Unanimous Decision and for all other related purposes hereunder. For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%. Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders. Notwithstanding the foregoing, each Holder agrees that if it shall own, directly or indirectly, any economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower solely by virtue of its foreclosure of a Related Mezzanine Loan in which such Holder held an interest then, in exercising any right or granting or withholding any consent under this Agreement, the Intercreditor Agreement or the Mezzanine Mortgage Loan Documents with respect to the Mezzanine Mortgage Loan, such Holder shall not take into account its respective interests as holder of the equity in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower, as applicable, and instead shall exercise such right or grant and withhold such consent solely on account of its status as a Holder of the Mezzanine Mortgage Loan.