Common use of Directing Junior Lender Clause in Contracts

Directing Junior Lender. If more than one Person shall hold a direct interest in a Junior Loan, the holder(s) of more than fifty percent (50%) of the principal amount of such Junior Loan (unless the applicable Co-Lender Agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in a written notice and upon which Senior Lender and each Junior Lender shall be entitled to rely) shall designate by written notice to Senior Lender and the other Junior Lenders one of such Persons that, in either such case, shall in no event be an Affiliate Lender or an Affiliate Holder (a “Directing Junior Lender”) to act under this Agreement on behalf of all such Persons holding an interest in such Junior Loan. The Senior Lender and each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) acknowledge that each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) has designated BOA to act as the initial Directing Junior Lender pursuant to the terms of the related Co-Lender Agreement. Except as otherwise agreed in writing by the Senior Lender and Junior Lenders, the Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to the Junior Lender holding the applicable Junior Loan pursuant to this Agreement and to exercise the rights and power given to the Junior Lender holding the applicable Junior Loan hereunder, including any approval rights of the Junior Lender holding the applicable Junior Loan; provided, that until a new Directing Junior Lender has been so designated, the last Person known to the Senior Lender and the other Junior Lenders to hold more than a fifty percent (50%) direct interest in the applicable Junior Loan shall be deemed to be the Directing Junior Lender for such Junior Loan. Once a new Directing Junior Lender has been designated hereunder with respect to a Junior Loan, Senior Lender and each other Junior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than fifty percent (50%) of the principal amount of the applicable Junior Loan of the designation of a different Person to act as the Directing Junior Lender for such Junior Loan (unless the applicable Co-Lender Agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in such notice and upon which Senior Lender and each Junior Lender shall be entitled to rely).

Directing Junior Lender. If more than one Person shall hold a direct interest in a Junior Loan, the holder(s) of more than fifty percent (50%) of the principal amount of such Junior Loan (unless the applicable Coparticipation agreement or co-Lender Agreement lender agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in a written such notice and upon which Senior Lender and each Junior Lender shall be entitled to rely) shall designate by written notice to Senior Lender and the other Junior Lenders one of such Persons that, in either such case, shall in no event be an Affiliate Lender or an Affiliate Holder (a “"Directing Junior Lender”") to act under this Agreement on behalf of all such Persons holding an interest in such Junior Loan. The Senior Lender and each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) acknowledge that each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) has designated BOA to act as the initial Directing Junior Lender pursuant to the terms of the related Co-Lender Agreement. Except as otherwise agreed in writing by the Senior Lender and Junior Lenders, the Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to the Junior Lender holding the applicable Junior Loan pursuant to this Agreement and to exercise the rights and power given to the Junior Lender holding the applicable Junior Loan hereunder, including any approval rights of the Junior Lender holding the applicable Junior Loan; provided, that until a new Directing Junior Lender has been so designated, the last Person known to the Senior Lender and the other Junior Lenders to hold more than a fifty percent (50%) direct interest in the applicable Junior Loan shall be deemed to be the Directing Junior Lender for such Junior Loan. Once a new Directing Junior Lender has been designated hereunder with respect to a Junior Loan, Senior Lender and each other Junior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than fifty percent (50%) of the principal amount of the applicable Junior Loan of the designation of a different Person to act as the Directing Junior Lender for such Junior Loan (unless the applicable Coparticipation agreement or co-Lender Agreement lender agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in such notice and upon which Senior Lender and each Junior Lender shall be entitled to rely). Notwithstanding any provision of this Section 5(d) to the contrary, each Person holding an interest in a Junior Loan shall be deemed to be a Junior Lender with respect to the applicable Junior Loan for purposes of the rights and restrictions contained in Section 5(a), (b) and (d) , and shall be subject to the rights and restrictions thereof with respect to such Person's interest in the applicable Junior Loan.

Directing Junior Lender. If more than one Person shall hold a direct interest in a Junior Loan, the holder(s) of more than fifty percent (50%) of the principal amount of such Junior Loan (unless the applicable Coparticipation agreement or co-Lender Agreement lender agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in a written such notice and upon which Senior Lender and each Junior Lender shall be entitled to rely) shall designate by written notice to Senior Lender and the other Junior Lenders one of such Persons that, in either such case, shall in no event be an Affiliate Lender or an Affiliate Holder (a “Directing Junior Lender”) to act under this Agreement on behalf of all such Persons holding an interest in such Junior Loan. The Senior Lender and each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) acknowledge that each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) has designated BOA to act as the initial Directing Junior Lender pursuant to the terms of the related Co-Lender Agreement. Except as otherwise agreed in writing by the Senior Lender and Junior Lenders, the Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to the Junior Lender holding the applicable Junior Loan pursuant to this Agreement and to exercise the rights and power given to the Junior Lender holding the applicable Junior Loan hereunder, including any approval rights of the Junior Lender holding the applicable Junior Loan; provided, that until a new Directing Junior Lender has been so designated, the last Person known to the Senior Lender and the other Junior Lenders to hold more than a fifty percent (50%) direct interest in the applicable Junior Loan shall be deemed to be the Directing Junior Lender for such Junior Loan. Once a new Directing Junior Lender has been designated hereunder with respect to a Junior Loan, Senior Lender and each other Junior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than fifty percent (50%) of the principal amount of the applicable Junior Loan of the designation of a different Person to act as the Directing Junior Lender for such Junior Loan (unless the applicable Coparticipation agreement or co-Lender Agreement lender agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in such notice and upon which Senior Lender and each Junior Lender shall be entitled to rely). Notwithstanding any provision of this Section 5(d) to the contrary, each Person holding an interest in a Junior Loan shall be deemed to be a Junior Lender with respect to the applicable Junior Loan for purposes of the rights and restrictions contained in Section 5(a), (b) and (d), and shall be subject to the rights and restrictions thereof with respect to such Person’s interest in the applicable Junior Loan.

Directing Junior Lender. If more than one Person shall hold a direct interest in a Junior Loan, the holder(s) of more than fifty percent (50%) of the principal amount of such Junior Loan (unless the applicable Coparticipation agreement or co-Lender Agreement lender agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in a written such notice and upon which Senior Lender and each Junior Lender shall be entitled to rely) shall designate by written notice to Senior Lender and the other Junior Lenders one of such Persons that, in either such case, shall in no event be an Affiliate Lender or an Affiliate Holder (a “Directing Junior Lender”) to act under this Agreement on behalf of all such Persons holding an interest in such Junior Loan. The Senior Lender and each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) acknowledge that each Junior Lender (other than the Eighth Mezzanine Loan and the Ninth Mezzanine Loan, until the execution of the Co-Lender Agreement related to the Eight Mezzanine Loan or Ninth Mezzanine Loan, as applicable, pursuant to Section 9.3 of the Eight Mezzanine Loan Agreement or Ninth Mezzanine Loan Agreement, as applicable) has designated BOA to act as the initial Directing Junior Lender pursuant to the terms of the related Co-Lender Agreement. Except as otherwise agreed in writing by the Senior Lender and Junior Lenders, the Directing Junior Lender shall have the sole right to receive any notices which are required to be given or which may be given to the Junior Lender holding the applicable Junior Loan pursuant to this Agreement and to exercise the rights and power given to the Junior Lender holding the applicable Junior Loan hereunder, including any approval rights of the Junior Lender holding the applicable Junior Loan; provided, that until a new Directing Junior Lender has been so designated, the last Person known to the Senior Lender and the other Junior Lenders to hold more than a fifty percent (50%) direct interest in the applicable Junior Loan shall be deemed to be the Directing Junior Lender for such Junior Loan. Once a new Directing Junior Lender has been designated hereunder with respect to a Junior Loan, Senior Lender and each other Junior Lender shall be entitled to rely on such designation until it has received written notice from the holder(s) of more than fifty percent (50%) of the principal amount of the applicable Junior Loan of the designation of a different Person to act as the Directing Junior Lender for such Junior Loan (unless the applicable Coparticipation agreement or co-Lender Agreement lender agreement among the holders of such Junior Loan provides a different designation mechanism, which different mechanism shall be specified in such notice and upon which Senior Lender and each Junior Lender shall be entitled to rely). Notwithstanding any provision of this Section 5(d) hereof to the contrary, each Person holding an interest in a Junior Loan shall be deemed to be a Junior Lender with respect to the applicable Junior Loan for purposes of the rights and restrictions contained in Sections 5(a), (b), (c) and (d) hereof, and shall be subject to the rights and restrictions thereof with respect to such Person’s interest in the applicable Junior Loan.