Common use of Additional Mezzanine Loan Clause in Contracts

Additional Mezzanine Loan. (a) Provided no Event of Default has occurred and is continuing, upon not less than thirty (30) days’ prior written notice to Lender (the “Mezzanine Notice”) which notice shall be revocable (provided that Borrower shall reimburse Lender for any costs and expenses in connection with such revoked notice), one or more direct or indirect owners of Borrower which are special purpose bankruptcy remote entities (“Additional Mezzanine Borrower”) shall be permitted to obtain a mezzanine loan (the “Additional Mezzanine Loan”), which Additional Mezzanine Loan shall be secured by direct or indirect interests in Borrower and the other Loan Parties and other customary mezzanine loan collateral, subject to the following conditions and requirements: (i) the Additional Mezzanine Loan shall be junior and subordinate to the Loan and any New Mezzanine Loan and shall not be secured by any direct interest in any Individual Property or any interest pledged pursuant to any New Mezzanine Loan; (ii) the documents evidencing the Additional Mezzanine Loan shall be (x) in substantially the same form and substance as the Loan Documents, with such changes as necessary to reflect the mezzanine loan structure, or as otherwise reasonably approved by Lender or (y) in then-market form reasonably approved by Lender (collectively, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions of this Agreement and the Mezzanine Intercreditor Agreement (as defined below), the “Additional Mezzanine Loan Documents”); (iii) Additional Mezzanine Borrower shall enter into an amendment and joinder to the Cash Management Agreement with Borrower, Operating Lessee, Lender, New Mezzanine Lender, if any, New Mezzanine Borrower, if any, and Additional Mezzanine Lender (as defined below) in the same form, scope and substance as the then existing Cash Management Agreement with such changes as are reasonably acceptable in all respects to Lender; (iv) the Additional Mezzanine Loan together with the Loan and any other Mezzanine Loan immediately following the closing of the Additional Mezzanine Loan shall have a combined Total Loan-to-Value Ratio of no greater than seventy-six percent (76%); (v) the Debt Yield (Mortgage Only) and, to the extent a New Mezzanine Loan is outstanding at the time the Additional Mezzanine Loan is originated, the Debt Yield (Aggregate) immediately following the closing of the Additional Mezzanine Loan (assuming an aggregate outstanding principal balance of the Loan and the Mezzanine Loans of $875,000,000) shall be equal to or greater than the Closing Date Debt Yield (Mortgage Only) and, if applicable, Closing Date Debt Yield (Aggregate); (vi) if the Additional Mezzanine Loan bears interest at a floating rate, the Additional Mezzanine Loan Documents shall require an interest rate cap to be maintained during the term of the Additional Mezzanine Loan at a fixed strike price such that the Debt Service Coverage Ratio is not less than 1.10 to 1.00; (vii) the lender under the Additional Mezzanine Loan (“Additional Mezzanine Lender”) shall be a Qualified Transferee (as defined in the Mezzanine Intercreditor Agreement); (viii) Additional Mezzanine Lender shall enter into an intercreditor agreement with Lender and any New Mezzanine Lender in form and substance reasonably acceptable to Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions thereof, the “Mezzanine Intercreditor Agreement”); (ix) the Additional Mezzanine Loan shall be nonrecourse as to principal and interest required to be paid under the Additional Mezzanine Loan other than customary carveouts to nonrecourse debt that are substantially similar to those set forth in Section 9.3 of this Agreement and the guaranties delivered pursuant to this Agreement; (x) Borrower shall cause Additional Mezzanine Borrower to deliver an Additional Insolvency Opinion with respect to the Loan which shall be in form, scope and substance reasonably acceptable in all respects to Lender and, following a Securitization, acceptable to the Rating Agencies; (xi) Additional Mezzanine Borrower shall be structured in a manner such that each of Borrower, Operating Lessee and Principal shall not fail to be a Special Purpose Entity; (xii) the Additional Mezzanine Loan shall be (i) coterminous with the Loan or prepayable in whole without premium or penalty from and after the Maturity Date and (ii) shall not contain any payment-in-kind or similar interest accrual features; (xiii) the Additional Mezzanine Loan shall be in an amount not greater than the lesser of (A) $75,000,000 and (B) the aggregate amount of the Preferred Shares remaining after giving effect to the Preferred Shares that are redeemed (i) in connection with the Notice of Redemption, (ii) at any point after the redemption described in clause (i) but prior to the origination of the Additional Mezzanine Loan and (iii) at the same time as or with proceeds of the Additional Mezzanine Loan (which redemption may occur after the Additional Mezzanine Loan is funded, provided a notice of redemption is issued at or before the closing of the Additional Mezzanine Loan), in each case plus any reasonable costs and expenses incurred in connection with such redemptions and/or the origination of the Additional Mezzanine Loan; (xiv) Borrower, Operating Lessee, Guarantor and each other Loan Party shall execute such amendments or modifications to the Loan Documents as are necessary to implement the creation of the Additional Mezzanine Loan; and (xv) Borrower shall reimburse Lender for all reasonable out-of-pocket costs and expenses incurred by Lender in connection with this Section 10.30, including, without limitation, in connection with negotiating and documenting any amendments or other modifications to the Loan Documents, reviewing the Additional Mezzanine Loan Documents and negotiating and documenting the Mezzanine Intercreditor Agreement.

Additional Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (a) Provided no Event of Default has occurred including Lender’s rights under Section 9.1 and is continuingSection 11.29 hereof), upon not less than thirty (30) days’ prior written notice to Lender shall have the right (the “Mezzanine NoticeOption”) which notice shall be revocable at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (provided that Borrower shall reimburse Lender for any costs the “Mortgage Loan”) and expenses in connection with such revoked notice), one or more direct mezzanine loans (each individually, an “Additional Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Additional Mezzanine Loans, “Additional Mezzanine Lender”) will make one or indirect owners of Borrower which are special purpose more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, an “Additional Mezzanine Borrower”) shall be permitted to obtain a mezzanine loan (in the “amount of the related Additional Mezzanine Loan”), which ; each Additional Mezzanine Borrower will contribute the amount of its Additional Mezzanine Loan shall be secured by direct or indirect interests in Borrower and the other proceeds of any junior Additional Mezzanine Loan Parties contributed to such Additional Mezzanine Borrower by its immediately junior Additional Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Additional Mezzanine Borrower, as applicable; and other customary mezzanine loan collateral, subject Mortgage Borrower will apply the contribution to pay down the Loan to the following conditions and requirementsamount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Additional Mezzanine Loans and to require the payment of the Mortgage Loan and the Additional Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Additional Mezzanine Loan Loans shall be junior and subordinate equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and any New the Additional Mezzanine Loan and shall not be secured by any direct interest in any Individual Property or any interest pledged pursuant to any New Mezzanine Loan; Loans, (ii) the documents evidencing weighted average interest rate of the Mortgage Loan and the Additional Mezzanine Loan shall be (x) in substantially Loans shall, on the same form and substance as date created, equal the interest rate which was applicable to the Loan Documents, with such changes as necessary immediately prior to reflect the mezzanine loan structure, or as otherwise reasonably approved by Lender or (y) in then-market form reasonably approved by Lender (collectively, as each creation of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions of this Agreement Mortgage Loan and the Mezzanine Intercreditor Agreement (as defined below), the “Additional Mezzanine Loan Documents”); Loans, (iii) the scheduled debt service payments on the Mortgage Loan and the Additional Mezzanine Borrower shall enter into an amendment Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and joinder to the Cash Management Agreement with Borrower, Operating Lessee, Lender, New Additional Mezzanine Lender, if any, New Mezzanine Borrower, if anyLoans, and Additional Mezzanine Lender (as defined below) in the same form, scope and substance as the then existing Cash Management Agreement with such changes as are reasonably acceptable in all respects to Lender; (iv) neither Borrower nor its Affiliates shall be required, in the Additional Mezzanine Loan together with the Loan and any other Mezzanine Loan immediately following the closing of the Additional Mezzanine Loan shall have a combined Total Loan-to-Value Ratio of no greater than seventy-six percent (76%); (v) the Debt Yield (Mortgage Only) andaggregate, to the extent a New Mezzanine Loan is outstanding at the time the Additional Mezzanine Loan is originated, the Debt Yield (Aggregate) immediately following the closing of the Additional Mezzanine Loan (assuming an aggregate outstanding principal balance of the Loan and the Mezzanine Loans of $875,000,000) shall be equal to materially decrease their rights or greater than the Closing Date Debt Yield (Mortgage Only) and, if applicable, Closing Date Debt Yield (Aggregate); (vi) if the Additional Mezzanine Loan bears interest at a floating rate, the Additional Mezzanine Loan Documents shall require an interest rate cap to be maintained during the term of the Additional Mezzanine Loan at a fixed strike price such that the Debt Service Coverage Ratio is not less than 1.10 to 1.00; (vii) the lender under the Additional Mezzanine Loan (“Additional Mezzanine Lender”) shall be a Qualified Transferee (as defined in the Mezzanine Intercreditor Agreement); (viii) Additional Mezzanine Lender shall enter into an intercreditor agreement with Lender and any New Mezzanine Lender in form and substance reasonably acceptable to Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions thereof, the “Mezzanine Intercreditor Agreement”); (ix) the Additional Mezzanine Loan shall be nonrecourse as to principal and interest required to be paid under the Additional Mezzanine Loan other than customary carveouts to nonrecourse debt that are substantially similar to those set forth in Section 9.3 of this Agreement and the guaranties delivered pursuant to this Agreement; (x) Borrower shall cause Additional Mezzanine Borrower to deliver an Additional Insolvency Opinion materially increase their obligations with respect to the Loan which shall be in form, scope existing immediately prior to creation of the Mortgage Loan and substance reasonably acceptable in all respects the Additional Mezzanine Loans (except that the weighted average interest rate may subsequently change due to Lender and, involuntary prepayments due to the application of Proceeds or an Award following a Securitization, acceptable Casualty or Condemnation or if an Event of Default shall occur or otherwise pursuant to the Rating Agencies;a prepayment under Section 5.3.2(i)). (xib) Each Additional Mezzanine Borrower shall be structured a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in a manner such that each of Mortgage Borrower or its immediately senior Additional Mezzanine Borrower, Operating Lessee and Principal shall not fail to be a Special Purpose Entity; (xii) the as applicable. The security for any Additional Mezzanine Loan shall be (i) coterminous with include a pledge by the Loan or prepayable in whole without premium or penalty from and after the Maturity Date and (ii) shall not contain any payment-in-kind or similar interest accrual features; (xiii) the related Additional Mezzanine Loan shall be in an amount not greater than the lesser Borrower of one hundred percent (A100%) $75,000,000 and (B) the aggregate amount of the Preferred Shares remaining after giving effect to the Preferred Shares that are redeemed (i) direct ownership interests in connection with the Notice of Redemption, (ii) at any point after the redemption described in clause (i) but prior to the origination of the Mortgage Borrower or its immediately senior Additional Mezzanine Loan and (iii) at the same time as or with proceeds of the Additional Mezzanine Loan (which redemption may occur after the Additional Mezzanine Loan is funded, provided a notice of redemption is issued at or before the closing of the Additional Mezzanine Loan), in each case plus any reasonable costs and expenses incurred in connection with such redemptions and/or the origination of the Additional Mezzanine Loan; (xiv) Borrower, Operating Lessee, Guarantor and each other Loan Party shall execute such amendments or modifications to the Loan Documents as are necessary to implement the creation of the Additional Mezzanine Loan; and (xv) Borrower shall reimburse Lender for all reasonable out-of-pocket costs and expenses incurred by Lender in connection with this Section 10.30, including, without limitation, in connection with negotiating and documenting any amendments or other modifications to the Loan Documents, reviewing the Additional Mezzanine Loan Documents and negotiating and documenting the Mezzanine Intercreditor Agreementapplicable.

Additional Mezzanine Loan. (a) Provided no Event At any time and from time to time or before the Securitization of Default has occurred and is continuingthe Senior Loan, upon not less than thirty (30) days’ prior Senior Lender may provide Junior Lenders with written notice to Lender (the a “New Mezzanine Loan Notice”) which notice shall be revocable (provided that Borrower shall reimburse Lender for any costs and expenses in connection with such revoked notice), one or more direct or indirect owners it intends to convert a portion of Borrower which are special purpose bankruptcy remote entities (“Additional Mezzanine Borrower”) shall be permitted to obtain the Senior Loan into a new mezzanine loan (the “Additional New Mezzanine Loan”)) senior to the Mezzanine A Loan, which Additional Mezzanine Loan conversion (and creation) shall be secured by direct or indirect interests in Borrower and occur within ten (10) Business Days of the other Loan Parties and other customary mezzanine loan collateral, subject to the following conditions and requirements: (i) the Additional Mezzanine Loan shall be junior and subordinate to the Loan and any New Mezzanine Loan and Notice. The New Mezzanine Loan Notice shall not be secured by any direct interest in any Individual Property or any interest pledged pursuant to any set forth: (1) the amount of such New Mezzanine Loan; , and the remaining balance of the Senior Loan, following the closing of the creation of such New Mezzanine Loan, (ii2) the documents evidencing the Additional Mezzanine Loan shall be (x) in substantially the same form and substance as the Loan Documents, with such changes as necessary to reflect the mezzanine loan structure, or as otherwise reasonably approved by Lender or (y) in then-market form reasonably approved by Lender (collectively, as each interest rate of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions of this Agreement Senior Loan and the Mezzanine Intercreditor Agreement (as defined below), the “Additional Mezzanine Loan Documents”); (iii) Additional Mezzanine Borrower shall enter into an amendment and joinder to the Cash Management Agreement with Borrower, Operating Lessee, Lender, interest rate of such New Mezzanine Lender, if any, New Mezzanine Borrower, if any, and Additional Mezzanine Lender (as defined below) in the same form, scope and substance as the then existing Cash Management Agreement with such changes as are reasonably acceptable in all respects to Lender; (iv) the Additional Mezzanine Loan together with the Loan and any other Mezzanine Loan immediately following the closing creation of the Additional such New Mezzanine Loan shall have a combined Total Loan-to-Value Ratio of no greater than seventy-six percent , and (76%); (v3) the Debt Yield (Mortgage Only) and, to the extent a New Mezzanine Loan is outstanding at the time the Additional Mezzanine Loan is originated, the Debt Yield (Aggregate) immediately following the closing of the Additional Mezzanine Loan (assuming an aggregate outstanding principal balance of the Loan and the Mezzanine Loans of $875,000,000) shall be equal to or greater than the Closing Date Debt Yield (Mortgage Only) andadjusted amortization schedules, if applicable, Closing Date Debt Yield (Aggregate); (vi) if the Additional Mezzanine Senior Loan bears interest at a floating rate, the Additional Mezzanine Loan Documents shall require an interest rate cap to be maintained during the term of the Additional Mezzanine Loan at a fixed strike price and such that the Debt Service Coverage Ratio is not less than 1.10 to 1.00; (vii) the lender under the Additional New Mezzanine Loan (“Additional Mezzanine Lender”) shall be a Qualified Transferee (as defined in the Mezzanine Intercreditor Agreement); (viii) Additional Mezzanine Lender shall enter into an intercreditor agreement with Lender and any New Mezzanine Lender in form and substance reasonably acceptable to Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions thereof, the “Mezzanine Intercreditor Agreement”); (ix) the Additional Mezzanine Loan shall be nonrecourse as to principal and interest required to be paid under the Additional Mezzanine Loan other than customary carveouts to nonrecourse debt that are substantially similar to those set forth in Section 9.3 of this Agreement and the guaranties delivered pursuant to this Agreement; (x) Borrower shall cause Additional Mezzanine Borrower to deliver an Additional Insolvency Opinion with respect to the Loan which shall be in formallocated pro rata between the Senior Loan and such -85- New Mezzanine Loan). Senior Lender and Junior Lenders each agree that the Senior Loan Documents, scope the Junior Loan Documents and substance reasonably acceptable in all respects this Agreement shall be modified, as appropriate, to Lender andreflect each New Mezzanine Loan, following a Securitizationwhich modifications shall include (as applicable), acceptable among other things, modifications to the Rating Agencies; Senior Loan Documents or Junior Loan Documents, as appropriate, and modifications (xias applicable) Additional Mezzanine Borrower shall be structured to, among other things, the Title Insurance Policy, UCC Title Insurance Policy (as respectively defined in a manner such that each of BorrowerJunior Loan Agreement), Operating Lessee and Principal shall not fail to be a Special Purpose Entity; (xii) the Additional Mezzanine Loan shall be (i) coterminous with the Loan or prepayable in whole without premium or penalty from and after the Maturity Date and (ii) shall not contain any payment-in-kind or similar interest accrual features; (xiii) the Additional Mezzanine Loan shall be in an amount not greater than the lesser of (A) $75,000,000 and (B) the aggregate amount of the Preferred Shares remaining after giving effect to the Preferred Shares that are redeemed (i) opinion letters, organizational documents delivered in connection with the Notice Senior Loan and the Junior Loans together with such other documents as Senior Lender may reasonably require (collectively, the “New Mezzanine Loan Modification Documents”), which New Mezzanine Loan Modification Documents shall be subject to the approval of Redemptioneach Junior Lender and Senior Lender, which approval shall not be unreasonably withheld or delayed. The obligation of each Junior Lender to effect such modifications shall be conditioned upon satisfaction of the following: (i) no Event of Default under the Senior Loan shall have occurred and be continuing, (ii) at no Event of Default under any point after Junior Loan shall have occurred and be continuing, (iii) the redemption described in clause (i) but initial weighted average interest rate of the Senior Loan and the applicable New Mezzanine Loan shall remain the same as the interest rate on the Senior Loan immediately prior to the origination creation of the Additional Mezzanine Loan and (iii) at the same time as or with proceeds of the Additional such New Mezzanine Loan (which redemption and, except for any rate creep that may occur after the Additional Mezzanine Loan is funded, provided as a notice of redemption is issued at or before the closing result of the Additional application of payments among the Senior Loan and such New Mezzanine Loan, there shall be no adverse economic or other material adverse effect on any Junior Loan as a result of the creation of such New Mezzanine Loan), in each case plus (iv) Junior Lenders shall not be required to modify or amend this Agreement or any reasonable costs and expenses incurred in connection with applicable Junior Loan Documents (or consent to such redemptions and/or the origination modification of the Additional Mezzanine Loan; (xiv) Senior Loan Documents), if such modification or amendment would materially increase the related Junior Borrower, Operating Lessee, Guarantor and each other Loan Party shall execute such amendments or modifications to ’s obligations under the related Junior Loan Documents as are necessary to implement the creation of the Additional Mezzanine Loan; and or materially decrease such Junior Lender’s rights, remedies or protections thereunder, and (xvv) Borrower Senior Lender shall reimburse have reimbursed each Junior Lender for all reasonable reasonable, out-of-pocket costs and expenses incurred by Lender in connection with the creation of each New Mezzanine Loan described in this Section 10.3015(m) (including reasonable attorneys’ fees). Each Junior Lender under a Junior Loan that is subordinate to a New Mezzanine Loan shall have a concurrent right of first offer to purchase such New Mezzanine Loan exercisable within a period of no more than ten (10) Business Days after receipt of the applicable notice and otherwise upon terms and conditions reasonably satisfactory to Senior Lender. In the event that more than one such subordinate Junior Lender elects to purchase such new Mezzanine Loan, includingthe most subordinate Junior Lender shall have the exclusive right so to purchase such new Mezzanine Loan. In the event that Senior Lender proposes to sell such New Mezzanine Loan to a third party for a price that is less than ninety-five percent (95%) of the price offered in a rejected offer notice received from the Junior Lender having the exclusive right so to purchase such New Mezzanine Loan, without limitationthen such New Mezzanine Loan shall be first-offered again to such Junior Lender. Notwithstanding the foregoing, the obligations and rights of Senior Lender set forth in connection with negotiating and documenting any amendments or other modifications this Section 15(m) are limited to the Loan Documentsinitial named Senior Lender hereunder and its Affiliates, reviewing and no successors or assigns of the Additional Mezzanine Loan Documents and negotiating and documenting the Mezzanine Intercreditor Agreementinitial named Senior Lender hereunder or its Affiliates shall have any obligations or rights under this Section 15(m).

Additional Mezzanine Loan. (a) Provided no Event At any time and from time to time or before the Securitization of Default has occurred and is continuingthe Senior Loan, upon not less than thirty (30) days’ prior Senior Lender may provide Junior Lenders with written notice to Lender (the a “New Mezzanine Loan Notice”) which notice shall be revocable (provided that Borrower shall reimburse Lender for any costs and expenses in connection with such revoked notice), one or more direct or indirect owners it intends to convert a portion of Borrower which are special purpose bankruptcy remote entities (“Additional Mezzanine Borrower”) shall be permitted to obtain the Senior Loan into a new mezzanine loan (the “Additional New Mezzanine Loan”)) senior to the Mezzanine A Loan, which Additional Mezzanine Loan conversion (and creation) shall be secured by direct or indirect interests in Borrower and occur within ten (10) Business Days of the other Loan Parties and other customary mezzanine loan collateral, subject to the following conditions and requirements: (i) the Additional Mezzanine Loan shall be junior and subordinate to the Loan and any New Mezzanine Loan and Notice. The New Mezzanine Loan Notice shall not be secured by any direct interest in any Individual Property or any interest pledged pursuant to any set forth: (1) the amount of such New Mezzanine Loan; , and the remaining balance of the Senior Loan, following the closing of the creation of such New Mezzanine Loan, (ii2) the documents evidencing the Additional Mezzanine Loan shall be (x) in substantially the same form and substance as the Loan Documents, with such changes as necessary to reflect the mezzanine loan structure, or as otherwise reasonably approved by Lender or (y) in then-market form reasonably approved by Lender (collectively, as each interest rate of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions of this Agreement Senior Loan and the Mezzanine Intercreditor Agreement (as defined below), the “Additional Mezzanine Loan Documents”); (iii) Additional Mezzanine Borrower shall enter into an amendment and joinder to the Cash Management Agreement with Borrower, Operating Lessee, Lender, interest rate of such New Mezzanine Lender, if any, New Mezzanine Borrower, if any, and Additional Mezzanine Lender (as defined below) in the same form, scope and substance as the then existing Cash Management Agreement with such changes as are reasonably acceptable in all respects to Lender; (iv) the Additional Mezzanine Loan together with the Loan and any other Mezzanine Loan immediately following the closing creation of the Additional such New Mezzanine Loan shall have a combined Total Loan-to-Value Ratio of no greater than seventy-six percent , and (76%); (v3) the Debt Yield (Mortgage Only) and, to the extent a New Mezzanine Loan is outstanding at the time the Additional Mezzanine Loan is originated, the Debt Yield (Aggregate) immediately following the closing of the Additional Mezzanine Loan (assuming an aggregate outstanding principal balance of the Loan and the Mezzanine Loans of $875,000,000) shall be equal to or greater than the Closing Date Debt Yield (Mortgage Only) andadjusted amortization schedules, if applicable, Closing Date Debt Yield (Aggregate); (vi) if the Additional Mezzanine Senior Loan bears interest at a floating rate, the Additional Mezzanine Loan Documents shall require an interest rate cap to be maintained during the term of the Additional Mezzanine Loan at a fixed strike price and such that the Debt Service Coverage Ratio is not less than 1.10 to 1.00; (vii) the lender under the Additional New Mezzanine Loan (“Additional Mezzanine Lender”) shall be a Qualified Transferee (as defined in the Mezzanine Intercreditor Agreement); (viii) Additional Mezzanine Lender shall enter into an intercreditor agreement with Lender and any New Mezzanine Lender in form and substance reasonably acceptable to Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions thereof, the “Mezzanine Intercreditor Agreement”); (ix) the Additional Mezzanine Loan shall be nonrecourse as to principal and interest required to be paid under the Additional Mezzanine Loan other than customary carveouts to nonrecourse debt that are substantially similar to those set forth in Section 9.3 of this Agreement and the guaranties delivered pursuant to this Agreement; (x) Borrower shall cause Additional Mezzanine Borrower to deliver an Additional Insolvency Opinion with respect to the Loan which shall be in formallocated pro rata between the Senior Loan and such New Mezzanine Loan). Senior Lender and Junior Lenders each agree that the Senior Loan Documents, scope the Junior Loan Documents and substance reasonably acceptable in all respects this Agreement shall be modified, as appropriate, to Lender andreflect each New Mezzanine Loan, following a Securitizationwhich modifications shall include (as applicable), acceptable among other things, modifications to the Rating Agencies; Senior Loan Documents or Junior Loan Documents, as appropriate, and modifications (xias applicable) Additional Mezzanine Borrower shall be structured to, among other things, the Title Insurance Policy, UCC Title Insurance Policy (as respectively defined in a manner such that each of BorrowerJunior Loan Agreement), Operating Lessee and Principal shall not fail to be a Special Purpose Entity; (xii) the Additional Mezzanine Loan shall be (i) coterminous with the Loan or prepayable in whole without premium or penalty from and after the Maturity Date and (ii) shall not contain any payment-in-kind or similar interest accrual features; (xiii) the Additional Mezzanine Loan shall be in an amount not greater than the lesser of (A) $75,000,000 and (B) the aggregate amount of the Preferred Shares remaining after giving effect to the Preferred Shares that are redeemed (i) opinion letters, organizational documents delivered in connection with the Notice Senior Loan and the Junior Loans together with such other documents as Senior Lender may reasonably require (collectively, the “New Mezzanine Loan Modification Documents”), which New Mezzanine Loan Modification Documents shall be subject to the approval of Redemptioneach Junior Lender and Senior Lender, which approval shall not be unreasonably withheld or delayed. The obligation of each Junior Lender to effect such modifications shall be conditioned upon satisfaction of the following: (i) no Event of Default under the Senior Loan shall have occurred and be continuing, (ii) at no Event of Default under any point after Junior Loan shall have occurred and be continuing, (iii) the redemption described in clause (i) but initial weighted average interest rate of the Senior Loan and the applicable New Mezzanine Loan shall remain the same as the interest rate on the Senior Loan immediately prior to the origination creation of the Additional Mezzanine Loan and (iii) at the same time as or with proceeds of the Additional such New Mezzanine Loan (which redemption and, except for any rate creep that may occur after the Additional Mezzanine Loan is funded, provided as a notice of redemption is issued at or before the closing result of the Additional application of payments among the Senior Loan and such New Mezzanine Loan, there shall be no adverse economic or other material adverse effect on any Junior Loan as a result of the creation of such New Mezzanine Loan), in each case plus (iv) Junior Lenders shall not be required to modify or amend this Agreement or any reasonable costs and expenses incurred in connection with applicable Junior Loan Documents (or consent to such redemptions and/or the origination modification of the Additional Mezzanine Loan; (xiv) Senior Loan Documents), if such modification or amendment would materially increase the related Junior Borrower, Operating Lessee, Guarantor and each other Loan Party shall execute such amendments or modifications to ’s obligations under the related Junior Loan Documents as are necessary to implement the creation of the Additional Mezzanine Loan; and or materially decrease such Junior Lender’s rights, remedies or protections thereunder, and (xvv) Borrower Senior Lender shall reimburse have reimbursed each Junior Lender for all reasonable reasonable, out-of-pocket costs and expenses incurred by Lender in connection with the creation of each New Mezzanine Loan described in this Section 10.3015(m) (including reasonable attorneys’ fees). Each Junior Lender under a Junior Loan that is subordinate to a New Mezzanine Loan shall have a concurrent right of first offer to purchase such New Mezzanine Loan exercisable within a period of no more than ten (10) Business Days after receipt of the applicable notice and otherwise upon terms and conditions reasonably satisfactory to Senior Lender. In the event that more than one such subordinate Junior Lender elects to purchase such new Mezzanine Loan, includingthe most subordinate Junior Lender shall have the exclusive right so to purchase such new Mezzanine Loan. In the event that Senior Lender proposes to sell such New Mezzanine Loan to a third party for a price that is less than ninety-five percent (95%) of the price offered in a rejected offer notice received from the Junior Lender having the exclusive right so to purchase such New Mezzanine Loan, without limitationthen such New Mezzanine Loan shall be first-offered again to such Junior Lender. Notwithstanding the foregoing, the obligations and rights of Senior Lender set forth in connection with negotiating and documenting any amendments or other modifications this Section 15(m) are limited to the Loan Documentsinitial named Senior Lender hereunder and its Affiliates, reviewing and no successors or assigns of the Additional Mezzanine Loan Documents and negotiating and documenting the Mezzanine Intercreditor Agreementinitial named Senior Lender hereunder or its Affiliates shall have any obligations or rights under this Section 15(m).