Common use of Loan Components; Mezzanine Loans Clause in Contracts

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request (i) Borrower shall deliver one or more new component notes to replace the original notes or modify the original notes and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan in Lender’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notes, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes or components after the effective date of such Resizing shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, and (C) prepayments shall not result in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Default. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each other; provided, that in no event shall the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the weighted average interest rate in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default), and (y) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release Amount.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s reasonable request (i) and at Lender’s sole cost and expense, Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes and other loan documents, as reasonably required, note to reflect multiple or additional components of the Loan in Lender’s sole discretion (and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notes, in each case notes or modified note shall have the same initial weighted average coupon as the original note) and modify the Cash Management Agreement with respect to the newly created components such that, if applicable, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, however, that in creating such Borrower shall not be required to deliver one or more new component notes or modified notes or loan components or effectuating such Resizing, to replace the (A) the weighted average of the interest rates among the components and/or notes after the effective date of original note if such modification or creation shall equal amendment (i) change the initial weighted average interest rate of the Loan immediately prior to such Resizing(although, (B) application of principal repayments or the aggregate principal balance Debt Service Payment Amount in a manner determined by Lender in its sole discretion may affect the notes or components after the effective date of such Resizing shall equal the aggregate outstanding principal balance actual weighted average interest rate of the Loan immediately prior subsequent to such modification), the Resizing, and (C) prepayments shall not result in any “rate creep” except with respect to (I) mandatory prepayments stated maturity or the required amortization set forth in the event Note, (ii) modify or amend any other material or economic term of a Casualty or Condemnation the Loan, (iii) modify Section 8.1.1 hereof, or (IIiv) following an Event in the reasonable judgment of DefaultBorrower, materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing DateDate and prior to a Securitization, Lender shall have the right in connection with to create one or more mezzanine loans (each, a Securitization “Mezzanine Loan”), to (x) establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation balance of the Release Amounts on a pro rata basis) Loan and to require the payment of the Loan, the Mortgage Loan and the Other any such Mezzanine Loans amongst each otherLoan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall the initial weighted average interest rate of the Loan, the Mortgage Loan and the Other any such Mezzanine Loans Loan(s) following any such reallocation or modification change from the weighted average interest rate in effect immediately preceding such reallocation reallocation, modification or modification creation of any Mezzanine Loan(s) (except in connection with any mandatory prepayment as a prepayment result of the Loan a casualty or condemnation in accordance with Section 2.4.2 hereof, hereof or as a prepayment result of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following payments made during an Event of Default, which may result in a Mortgage Loan Default or an Other Mezzanine Loan Default), and (y) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that change in the weighted average interest rate and, in the case of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, Default and a Mortgage Loan Default or an Other default under any Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan apply principal, interest rates and the Other Mezzanine Loans amortization between and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with among the Loan and the Other Mezzanine Loans it shall not enter into an intercreditorLoan(s) in a manner specified by Lender in its sole discretion), co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities except as expressly provided in respect of any private or public securitization each of the Loan; providedparentheticals above, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions none of the foregoing actions shall have a material adverse affect on the exercise Borrower and shall not prejudice any of the rights and remedies of such Affiliate or obligations of Borrower under the Loan or such Other Mezzanine Loan. (d) Documents. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following Agencies, including, without limitation, in connection with the creation of any Mezzanine Loan, a promissory note and loan documents necessary to evidence such request by Lender. It Mezzanine Loan, which loan documents shall be substantially the same in substance as the Loan Documents and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such Mezzanine Loan. Further, in connection with any Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the Loan Documents, as amended, and an Event of Default under this Agreement, Additional Insolvency Opinion for the Note, the Pledge Agreement Loan and the other Loan Documents if Borrower fails Mezzanine Loan, each as reasonably acceptable to promptly comply with any of Lender, prospective investors and/or the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release AmountRating Agencies.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon LenderAdministrative Agent’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the any original notes note or modify the any original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in LenderAdministrative Agent’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notesdiscretion, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) such new or modified note shall at all times have the same weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate spread of the Loan immediately prior to such Resizingmodification and shall have the same stated maturity date of the Loan, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default) and (C) the aggregate principal balance the new notes or components after the effective date of such Resizing modification shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, to such modification and (Cii) prepayments modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not result (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the Loan, (c) require any “rate creep” except with respect to (I) mandatory prepayments in amortization of principal of the event of a Casualty or Condemnation Loan or (IId) following an Event decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of DefaultLender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender Administrative Agent shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the interest rates and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst B Loan between each other; provided, that (i) in no event shall the weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans B Loan following any such reallocation or modification change from the initial weighted average interest rate of the Loan and the Mezzanine B Loans in effect immediately preceding such reallocation or modification (except in connection with provided, that the interest rate payable on the Loan may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4.2 hereof, 2.4 hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine B Loan pursuant to Section 2.4.2 2.4 of the related Other Mezzanine B Loan Agreement, Agreement or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine B Loan Default), and (yii) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) notes or components after the effective date of such reallocation or creation modification shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans B Loan immediately prior to such reallocation or creation. Borrower modification, (iii) intentionally omitted, and Lender agree that (iv) no such modification shall (A) decrease any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies or increase any of such Affiliate the obligations of Borrower under the Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the Loan, (C) require any amortization of principal of the Loan, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or such Other Mezzanine Loan(E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(b) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender. (dc) Borrower shall execute and deliver such documents as shall reasonably be required by Lender Administrative Agent in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Lender and the Rating Agencies Administrative Agent within ten (10) days Business Days following such request by Lender. It Administrative Agent. (d) Borrower covenants and agrees that Administrative Agent shall have the right to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Administrative Agent (so long as the Mezzanine Lenders shall agree to such modifications); provided, that (1) the Loan and the Mezzanine B Loan and any New Mezzanine Loan(s) shall at all times have the same weighted average interest rate of the Loan and the Mezzanine B Loan immediately prior to such creation (provided, that the interest rate payable on the Loan may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine B Loan pursuant to Section 2.4 of the Mezzanine B Loan Agreement or following an Event of Default under this Agreement, the Note, the Pledge Agreement or a Mezzanine B Loan Default) and the other same stated maturity date as the Loan and the Mezzanine B Loan and (2) no such reallocation shall (A) increase, any monetary obligation of Borrower or Mezzanine B Borrower under the Loan Documents if or the Mezzanine B Loan Documents or decrease, any rights of Borrower fails to promptly comply with any or Mezzanine B Borrower under the Loan Documents and the Mezzanine B Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the termsLoan, covenants (C) require any amortization of principal of the Loan, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or conditions (E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. Borrower shall execute and deliver such documents as shall reasonably be required by Administrative Agent as promptly as possible under the circumstances in connection with this Section 9.1.3(d), all in form and substance reasonably satisfactory to Borrower, Administrative Agent, including, without limitation, loan documents (substantially in the same form and substance as the Loan Documents and the Mezzanine B Loan Documents, as may be modified in accordance with this Section 9.1.3) necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine B Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan. Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Administrative Agent in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Mortgage Borrower and Mezzanine Borrowers shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower, but subject to the other terms of this Section 9.1.29.1.3(d). In no event Further, in connection with any New Mezzanine Loan, Borrower shall any deliver to Administrative Agent opinions of legal counsel with respect to due execution, authority and enforceability of the amendments or new loan documents required pursuant with respect to the New Mezzanine Loan and the Loan Documents, as amended, in substantially the same form as the opinion delivered on the Closing Date, and an updated Insolvency Opinion for the Loan delivered on the Closing Date and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Administrative Agent. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1 modify or amend 9.1.3(d) (and the definition costs and expenses of Release Amount or Mortgage Release AmountLender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions Each of Section 9.1 to the contrary, Borrower and Operating Lessee covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower, Operating Lessee and each other Loan Party shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among any new components in Lender’s sole discretion discretion, provided, such new or modified note shall at all times have the same weighted average spread of the original Note (except following an Event of Default or any principal payments received on the Loan) and (ii) modify the Loan Documents may be amended Cash Management Agreement to reallocate interest between and among reflect such new component notescomponents, in each such case such that, if applicable, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”)Loan; and further provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average none of the interest rates among the components and/or notes after the effective date of such modification foregoing actions shall have a material adverse effect on Borrower or creation shall equal the weighted average interest rate Operating Lessee or affect any of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes rights or components after the effective date obligations of such Resizing shall equal the aggregate outstanding principal balance of Borrower or Operating Lessee under the Loan immediately prior the Resizing, and (C) prepayments shall not result Documents in any materially adverse respect (except with respect to “rate creep” except with respect to (I) mandatory prepayments in the event sequential payments of a Casualty or Condemnation or (II) following an Event of Defaultthe Components, such additional components and such new components). (b) Notwithstanding the provisions of Section 9.1 to the contraryBorrower, Borrower covenants Operating Lessee and agrees each other Loan Party covenant and agree that after the Closing Date, but prior to a Securitization, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basisAmounts) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each otherother and to require the payment of the Loan and the Mezzanine Loans in such order of priority as may be designated by Lender in its sole discretion; provided, that (i) in no event shall the initial weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with any principal payments received on the Loan or a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan Loans pursuant to Section 2.4.2 or Section 10.28 of the related Other Mezzanine Loan Agreement, Agreements or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine Loan Default), and (y) convert a portion of it being understood that after any such reallocation or modification the Loan or any Other Mezzanine Loan into a new mezzanine loan provided Documents shall state that at all times the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain have the same as the average weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (spread except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan payments pursuant to Section 2.4.2 or Section 10.28 of the related Other Mezzanine Loan Agreement, Loans or following an Event of Default, a Mortgage Mezzanine Loan Default or an Other except as otherwise agreed to by the Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan Lenders and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage LoanBorrowers. (c) In additionBorrower, Lender agrees that in connection with the Loan Operating Lessee and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the other Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower Parties shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement Security Instruments and the other Loan Documents if Borrower or Operating Lessee fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage the Release Amount. (d) Borrower, Operating Lessee and each other Loan Party covenant and agree that after the Closing Date Lender shall have the right to create one or more additional Mezzanine Loans (each, a “Additional Mezzanine Loan”), to establish different interest rates and to reallocate the interest rate and principal balances (including, without limitation, the reallocation of the Release Amounts) of each of the Loan, the Mezzanine Loans and any Additional Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine Loans and any Additional Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that the Loan and the Mezzanine Loans and any Additional Mezzanine Loan(s) shall at all times have the same weighted average spread of the Loan and the Mezzanine Loans on the Closing Date (except in connection with any principal payments received on the Loan or a prepayment of the Mezzanine Loans pursuant to Section 2.4.2 or Section 10.28 of the Mezzanine Loan Agreements or following an Event of Default or a Mezzanine Loan Default). Borrower and each other Loan Party shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2(d), all in form and substance reasonably satisfactory to Lender and the Approved Rating Agencies, including, without limitation, a promissory note and loan documents necessary to evidence such Additional Mezzanine Loan, and Borrower, Operating Lessee and each other Loan Party shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such Additional Mezzanine Loan; provided, that no such amendments or other documents shall modify any provisions of the Loan Documents or the Mezzanine Loan Documents other than to effectuate such reallocation and as otherwise necessary to accurately reflect such Additional Mezzanine Loan. If Borrower, Operating Lessee and each other Loan Party shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any Additional Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “Additional Mezzanine Borrower”) and the applicable organizational documents of Borrower, Operating Lessee, each other Loan Party and Mezzanine Borrowers shall be amended and modified as necessary or required in the formation of any Additional Mezzanine Borrower, but subject to the other terms of this Section 9.1.2(c). Further, in connection with any Additional Mezzanine Loan, Borrower, Operating Lessee and each other Loan Party shall deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the Additional Mezzanine Loan and the Loan Documents and Mezzanine Loan Documents, as amended, in substantially the same form as the opinion delivered at Closing, and an updated Insolvency Opinion for the Loan and the Mezzanine Loans delivered at Closing and a substantive non-consolidation opinion with respect to any Additional Mezzanine Loan, each as reasonably acceptable to Lender and/or the Approved Rating Agencies. Notwithstanding the foregoing, in no event shall there be more than four (4) Mezzanine Loans and Additional Mezzanine Loans, in the aggregate. (e) Borrower covenants and agrees that any such reallocation described in Section 9.1.2(b) or 9.1.2(d) will be conducted in compliance with the representations and warranties regarding separateness set forth in Section 4.1.30 and 5.1.28(a) hereof. Borrower will reflect such reallocation on its books and records as a contribution from the applicable Mezzanine Borrower to Borrower or a distribution from Borrower to its member, as applicable.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in Lender’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notesdiscretion, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) such new or modified note shall at all times have the same weighted average spread of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate of the Loan Note immediately prior to such Resizingmodification (provided, that the interest rate payable under the Note may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine Loans pursuant to Section 2.4 of the Mezzanine Loan Agreements or following an Event of Default or a Mezzanine Loan Default) and shall have the same stated maturity date of the original Note, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default, any Mezzanine Loan Default or any prepayment of the Loan pursuant to Section 2.4.2 hereof) and (C) the aggregate principal balance the new notes or components after the effective date of such Resizing modification shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, to such modification and (Cii) prepayments modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not result (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the Note, (c) require any “rate creep” except with respect to (I) mandatory prepayments in amortization of principal of the event of a Casualty or Condemnation Note or (IId) following an Event decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of DefaultLender, Servicer and the Rating Agencies in connection therewith) shall be paid by Lender. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Dateprior to a Securitization, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the interest rates and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each other; provided, that (i) in no event shall the weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the initial weighted average interest rate of the Loan and the Mezzanine Loans in effect immediately preceding such reallocation or modification (except in connection with provided, that the interest rate payable under the Note may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4.2 hereof, 2.4 hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan Loans pursuant to Section 2.4.2 2.4 of the related Other Mezzanine Loan Agreement, Agreements or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine Loan Default), and (yii) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) notes or components after the effective date of such reallocation or creation modification shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representationsmodification, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a(iii) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or convert mortgage debt into mezzanine debt and (iv) no such modification shall (A) decrease any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies or increase any of such Affiliate the obligations of Borrower under the Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the Note, (C) require any amortization of principal of the Note, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or such Other Mezzanine Loan(E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(b) (and the costs and expenses of Lender, Servicer and the Rating Agencies in connection therewith) shall be paid by Lender. (dc) Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days Business Days following such request by Lender. It . (d) Borrower covenants and agrees that prior to a Securitization, Lender shall have the right to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mezzanine Loans and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine Loans and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender (so long as the Mezzanine Lenders shall agree to such modifications); provided, that (1) the Loan and the Mezzanine Loans and any New Mezzanine Loan(s) shall at all times have the same weighted average interest rate of the Loan and the Mezzanine Loans immediately prior to such creation (provided, that the interest rate payable under the Note may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine Loans pursuant to Section 2.4 of the Mezzanine Loan Agreements or following an Event of Default or a Mezzanine Loan Default) and the same stated maturity date as the Loan and the Mezzanine Loans and (2) no such reallocation shall (A) increase, any monetary obligation of Borrower or Mezzanine Borrower under this Agreementthe Loan Documents or the Mezzanine Loan Documents or decrease, any rights of Borrower or any Mezzanine Loan Borrower under the Loan Documents and the Mezzanine Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the Note, (C) require any amortization of principal of the Pledge Agreement Note, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or (E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.3(d), all in form and substance reasonably satisfactory to Borrower, Lender and the other Approved Rating Agencies, including, without limitation, a promissory note and loan documents (substantially in the same form and substance as the Loan Documents and Mezzanine Loan Documents, as may be modified in accordance with this Section 9.1.3) necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan. Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Borrower fails and Mezzanine Borrowers shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower, but subject to promptly comply with any of the terms, covenants or conditions other terms of this Section 9.1.29.1.3(d). In no event Further, in connection with any New Mezzanine Loan, Borrower shall any deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the amendments or new loan documents required pursuant with respect to the New Mezzanine Loan and the Loan Documents, as amended, in substantially the same form as the opinion delivered on the Closing Date, and an updated Insolvency Opinion for the Loan delivered on the Closing Date and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender and/or the Approved Rating Agencies. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1 modify or amend 9.1.3(d) (and the definition costs and expenses of Release Amount or Mortgage Release AmountLender, Servicer and the Rating Agencies in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Notwithstanding Subject in all cases to the applicable provisions of Section 9.1 to the contrary9.6 hereof, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request (i) and at Lender’s sole cost and expense, Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes and other loan documents, as reasonably required, note to reflect multiple or additional components of the Loan in Lender’s sole discretion and (ii) or re-size the Loan Documents may be amended to reallocate interest between and among into components (each a “Resizing Event”) such new component notes, in each case such that, if applicable, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectivelyLoan. Lender agrees that, prior to the “Resizing”); providedoccurrence of an Event of Default, that in creating such new notes or modified notes note or loan re-sized components or effectuating such Resizing, shall have the (A) the same weighted average of coupon as the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate of the Loan immediately original note prior to such Resizing, (B) the aggregate principal balance the notes or components after the effective date of such applicable Resizing shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, and (C) prepayments shall not result in Event. In connection with any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Default. (b) Notwithstanding the provisions of Section 9.1 to the contraryResizing Event, Borrower covenants and agrees that after to modify the Closing Date, Lender shall have Cash Management Agreement and/or re-size the right in connection with a Securitization to Interest Rate Cap Agreement (x) establish different interest rates at Lender’s sole cost and to reallocate principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each other; provided, that in no event shall the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the weighted average interest rate in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default), and (y) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities expense in respect of any private amounts due and payable in connection with such re-sizing) with respect to the newly created notes or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) components. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.3(a). (b) Subject in all cases to the applicable provisions of Section 9.6 hereof, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right to create one or more mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate principal balances of each of the Loan and any New Mezzanine Loan(s) between or amongst each other; provided, that (i) in no event shall the weighted average spread of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification and prior to the occurrence of an Event of Default change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s), and (ii) such new Mezzanine Loan(s) will not, in the reasonable judgment of Borrower, materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.3(b), all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and other loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (10each, a “New Mezzanine Borrower”) days following such request by Lender. It and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Event of Default Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies. All reasonable third party costs and expenses incurred by Borrower in connection with its compliance with any requests under this Agreement, Section 9.3(b) (and relating to the Note, the Pledge Agreement and the other creation of a single New Mezzanine Loan Documents if and/or a single New Mezzanine Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release Amountbe paid by Borrower.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in Lender’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notesdiscretion, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) such new or modified note shall at all times have the same weighted average spread of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate of the Loan Note immediately prior to such Resizingmodification (provided, that the interest rate payable under the Note may change or increase as a result of any -153- application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine Loans pursuant to Section 2.4 of the Mezzanine Loan Agreements or following an Event of Default or a Mezzanine Loan Default) and shall have the same stated maturity date of the original Note, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default, any Mezzanine Loan Default or any prepayment of the Loan pursuant to Section 2.4.2 hereof) and (C) the aggregate principal balance the new notes or components after the effective date of such Resizing modification shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, to such modification and (Cii) prepayments modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not result (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the Note, (c) require any “rate creep” except with respect to (I) mandatory prepayments in amortization of principal of the event of a Casualty or Condemnation Note or (IId) following an Event decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of DefaultLender, Servicer and the Rating Agencies in connection therewith) shall be paid by Lender. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Dateprior to a Securitization, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the interest rates and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each other; provided, that (i) in no event shall the weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the initial weighted average interest rate of the Loan and the Mezzanine Loans in effect immediately preceding such reallocation or modification (except in connection with provided, that the interest rate payable under the Note may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4.2 hereof, 2.4 hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan Loans pursuant to Section 2.4.2 2.4 of the related Other Mezzanine Loan Agreement, Agreements or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine Loan Default), and (yii) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) notes or components after the effective date of such reallocation or creation modification shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representationsmodification, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a(iii) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or convert mortgage debt into mezzanine debt and (iv) no such modification shall (A) decrease any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies or increase any of such Affiliate the obligations of Borrower under the Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the Note, (C) require any amortization of principal of the Note, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or such Other Mezzanine Loan(E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(b) (and the costs and expenses of Lender, Servicer and the Rating Agencies in connection therewith) shall be paid by Lender. (dc) Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days Business Days following such request by Lender. It . (d) Borrower covenants and agrees that prior to a Securitization, Lender shall have the right to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mezzanine Loans and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine Loans and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender (so long as the Mezzanine Lenders shall agree to such modifications); provided, that (1) the Loan and the Mezzanine Loans and any New Mezzanine Loan(s) shall at all times have the same weighted average interest rate of the Loan and the Mezzanine Loans immediately prior to such creation (provided, that the interest rate payable under the Note may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine Loans pursuant to Section 2.4 of the Mezzanine Loan Agreements or following an Event of Default or a Mezzanine Loan Default) and the same stated maturity date as the Loan and the Mezzanine Loans and (2) no such reallocation shall (A) increase, any monetary obligation of Borrower or Mezzanine Borrower under this Agreementthe Loan Documents or the Mezzanine Loan Documents or decrease, any rights of Borrower or any Mezzanine Loan Borrower under the Loan Documents and the Mezzanine Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the Note, (C) require any amortization of principal of the Pledge Agreement Note, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or (E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.3(d), all in form and substance reasonably satisfactory to Borrower, Lender and the other Approved Rating Agencies, including, without limitation, a promissory note and loan documents (substantially in the same form and substance as the Loan Documents and Mezzanine Loan Documents, as may be modified in accordance with this Section 9.1.3) necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan. Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Borrower fails and Mezzanine Borrowers shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower, but subject to promptly comply with any of the terms, covenants or conditions other terms of this Section 9.1.29.1.3(d). In no event Further, in connection with any New Mezzanine Loan, Borrower shall any deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the amendments or new loan documents required pursuant with respect to the New Mezzanine Loan and the Loan Documents, as amended, in substantially the same form as the opinion delivered on the Closing Date, and an updated Insolvency Opinion for the Loan delivered on the Closing Date and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender and/or the Approved Rating Agencies. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1 modify or amend 9.1.3(d) (and the definition costs and expenses of Release Amount or Mortgage Release AmountLender, Servicer and the Rating Agencies in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon LenderAdministrative Agent’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the any original notes note or modify the any original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in LenderAdministrative Agent’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notesdiscretion, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) such new or modified note shall at all times have the same weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate spread of the Loan immediately prior to such Resizingmodification and shall have the same stated maturity date of the Loan, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default) and (C) the aggregate principal balance the new notes or components after the effective date of such Resizing modification shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, to such modification and (Cii) prepayments modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not result (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the Loan, (c) require any “rate creep” except with respect to (I) mandatory prepayments in amortization of principal of the event of a Casualty or Condemnation Loan or (IId) following an Event decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of DefaultLender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender Administrative Agent shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the interest rates and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan amongst each other; provided, that (i) in no event shall the weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan following any such reallocation or modification change from the initial weighted average interest rate of the Loan and the Mezzanine A Loan in effect immediately preceding such reallocation or modification (except in connection with provided, that the interest rate payable on the Loan may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4.2 hereof, 2.4 hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine A Loan pursuant to Section 2.4.2 2.4 of the related Other Mezzanine A Loan Agreement, Agreement or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine A Loan Default), and (yii) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) notes or components after the effective date of such reallocation or creation modification shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan immediately prior to such reallocation or creation. Borrower modification, (iii) intentionally omitted, and Lender agree that (iv) no such modification shall (A) decrease any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies or increase any of such Affiliate the obligations of Borrower under the Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the Loan, (C) require any amortization of principal of the Loan, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or such Other Mezzanine Loan(E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(b) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender. (dc) Borrower shall execute and deliver such documents as shall reasonably be required by Lender Administrative Agent in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Lender and the Rating Agencies Administrative Agent within ten (10) days Business Days following such request by Lender. It Administrative Agent. (d) Borrower covenants and agrees that Administrative Agent shall have the right to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mezzanine A Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine A Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Administrative Agent (so long as the Mezzanine Lenders shall agree to such modifications); provided, that (1) the Loan and the Mezzanine A Loan and any New Mezzanine Loan(s) shall at all times have the same weighted average interest rate of the Loan and the Mezzanine A Loan immediately prior to such creation (provided, that the interest rate payable on the Loan may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine A Loan pursuant to Section 2.4 of the Mezzanine A Loan Agreement or following an Event of Default under this Agreement, the Note, the Pledge Agreement or a Mezzanine A Loan Default) and the other same stated maturity date as the Loan and the Mezzanine A Loan and (2) no such reallocation shall (A) increase, any monetary obligation of Borrower or Mezzanine A Borrower under the Loan Documents if or the Mezzanine A Loan Documents or decrease, any rights of Borrower fails to promptly comply with any or Mezzanine A Borrower under the Loan Documents and the Mezzanine A Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the termsLoan, covenants (C) require any amortization of principal of the Loan, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or conditions (E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. Borrower shall execute and deliver such documents as shall reasonably be required by Administrative Agent as promptly as possible under the circumstances in connection with this Section 9.1.3(d), all in form and substance reasonably satisfactory to Borrower, Administrative Agent, including, without limitation, loan documents (substantially in the same form and substance as the Loan Documents and the Mezzanine A Loan Documents, as may be modified in accordance with this Section 9.1.3) necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine A Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan. Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Administrative Agent in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Mortgage Borrower and Mezzanine Borrowers shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower, but subject to the other terms of this Section 9.1.29.1.3(d). In no event Further, in connection with any New Mezzanine Loan, Borrower shall any deliver to Administrative Agent opinions of legal counsel with respect to due execution, authority and enforceability of the amendments or new loan documents required pursuant with respect to the New Mezzanine Loan and the Loan Documents, as amended, in substantially the same form as the opinion delivered on the Closing Date, and an updated Insolvency Opinion for the Loan delivered on the Closing Date and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Administrative Agent. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1 modify or amend 9.1.3(d) (and the definition costs and expenses of Release Amount or Mortgage Release AmountLender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request (i) Borrower shall deliver one or more new component notes to replace the original notes or modify the original notes and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan in Lender’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notes, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes or components after the effective date of such Resizing shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, and (C) prepayments shall not result in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Default. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each other; provided, that in no event shall the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the weighted average interest rate in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default), and (y) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release Amount.by

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among any new components in Lender’s sole discretion discretion, provided, (1) such new or modified note shall at all times have the same weighted average spread of the original Note (except following an Event of Default or any prepayment of the Loan pursuant to Section 2.4.2 hereof) and (2) no amortization of principal of the Loan will be required and (ii) modify the Cash Management Agreement to reflect such new components, and further provided, that none of the foregoing actions shall have a material adverse effect on Borrower or affect any of the rights or obligations of Borrower under the Loan Documents may be amended to reallocate interest between and among such new component notes, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes or components after the effective date of such Resizing shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, and (C) prepayments shall not result in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Defaultmaterially adverse respect. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, but prior to a Securitization, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan amongst each other; provided, that (i) in no event shall the initial weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with pursuant to Section 2.4.2 of the Mortgage Loan Agreement, Agreement or a prepayment of any Other the Mezzanine A Loan pursuant to Section 2.4.2 of the related Other Mezzanine A Loan Agreement, Agreement or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine A Loan Default), ) and (yii) convert a portion of the Loan no such modification shall materially and adversely affect Borrower’s, Mezzanine A Borrower’s and Mortgage Borrower’s rights to prepay all or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate portion of the Loan, the Mortgage Loan and or the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage A Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. In no event . (d) Borrower covenants and agrees that after the Closing Date Lender shall any have the right, at Lender’s sole cost and expense, to create one or more additional Mezzanine Loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mortgage Loan, the Mezzanine A Loans and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mortgage Loan, the Mezzanine A Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (1) the Loan, the Mortgage Loan, and the Mezzanine A Loan and any New Mezzanine Loan(s) shall at all times have the same weighted average spread of the Mortgage Loan, the Loan and the Mezzanine A Loan on the Closing Date (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof or a prepayment of the Mezzanine A Loan pursuant to Section 2.4.2 of the Mezzanine A Loan Agreements or following an Event of Default, a Mortgage Loan Default or Mezzanine A Loan Default) and (2) no such reallocation shall modify the aggregate amortization of principal of the Loan, the Mortgage Loan and the Mezzanine A Loan. At Lender’s sole cost and expense, Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2(d), all in form and substance reasonably satisfactory to Lender and the Approved Rating Agencies, including, without limitation, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents, Mortgage Loan Documents and the Mezzanine A Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan; provided, that no such amendments or new loan other documents shall modify any provisions of the Loan Documents, Mortgage Loan Documents or the Mezzanine A Loan Documents other than to effectuate such reallocation and as otherwise necessary to accurately reflect such New Mezzanine Loan. If Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required pursuant by Lender in order to this Section 9.1 modify or amend serve as the definition borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Release Amount or Borrower, Mortgage Release Amount.Borrower and Mezzanine A Borrower shall be amended and

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among any new components in Lender’s sole discretion discretion, provided, (1) such new or modified note shall at all times have the same weighted average spread of the original Note (except following an Event of Default or any prepayment of the Loan pursuant to Section 2.4.2 hereof) and (2) no amortization of principal of the Loan will be required and (ii) modify the Cash Management Agreement to reflect such new components, and further provided, that none of the foregoing actions shall have a material adverse effect on Borrower or affect any of the rights or obligations of Borrower under the Loan Documents may be amended to reallocate interest between and among such new component notes, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes or components after the effective date of such Resizing shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, and (C) prepayments shall not result in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Defaultmaterially adverse respect. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, but prior to a Securitization, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans B Loan amongst each other; provided, that (i) in no event shall the initial weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans B Loan following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with pursuant to Section 2.4.2 of the Mortgage Loan Agreement, Agreement or a prepayment of any Other the Mezzanine B Loan pursuant to Section 2.4.2 of the related Other Mezzanine B Loan Agreement, Agreements or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine B Loan Default), ) and (yii) convert a portion of the Loan no such modification shall materially and adversely affect Borrower, Mortgage Borrower and any Mezzanine B Borrower’s rights to prepay all or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate portion of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage B Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. (d) Borrower covenants and agrees that after the Closing Date Lender shall have the right, at Lender’s sole cost and expense, to create one or more additional Mezzanine Loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mortgage Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mortgage Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (1) the Loan, the Mortgage Loan, and the Mezzanine B Loan and any New Mezzanine Loan(s) shall at all times have the same weighted average spread of the Mortgage Loan, the Loan and the Mezzanine B Loan on the Closing Date (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof or a prepayment of the Mezzanine B Loan pursuant to Section 2.4.2 of the Mezzanine B Loan Agreements or following an Event of Default, a Mortgage Loan Default or Mezzanine B Loan Default) and (2) no such reallocation shall modify the aggregate amortization of principal of the Loan, the Mortgage Loan and the Mezzanine B Loan. In At Lender’s sole cost and expense, Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2(d), all in form and substance reasonably satisfactory to Lender and the Approved Rating Agencies, including, without limitation, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents, Mortgage Loan Documents and the Mezzanine B Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan; provided, that no such amendments or other documents shall modify any provisions of the Loan Documents, Mortgage Loan Documents or the Mezzanine B Loan Documents other than to effectuate such reallocation and as otherwise necessary to accurately reflect such New Mezzanine Loan. If Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Borrower, Mortgage Borrower and Mezzanine B Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower, but subject to the other terms of this Section 9.1.2(c). Further, in connection with any New Mezzanine Loan, Borrower shall, at Lender’s sole cost and expense, deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, Mortgage Loan Documents and Mezzanine B Loan Documents, as amended, in substantially the same form as the opinion delivered at Closing, and an updated Insolvency Opinion for the Loan, the Mortgage Loan and the Mezzanine B Loan delivered at Closing and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender and/or the Approved Rating Agencies. Notwithstanding the foregoing, (i) in no event shall any of there be more than three (3) Mezzanine Loans and New Mezzanine Loans, in the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release Amountaggregate and (ii) no New Mezzanine Loan shall have an initial principal balance that is less than Twenty Five Million and No/100 Dollars ($25,000,000.00).

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower and each other Loan Party shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among any new components in Lender’s sole discretion discretion, provided, such new or modified note shall at all times have the same weighted average spread of the original Note (except following an Event of Default or any prepayment of the Loan pursuant to Section 2.4.2 or 10.28 hereof or Section 6.4(d) of the Mortgage Loan Agreement) and (ii) modify the Loan Documents may be amended Cash Management Agreement to reallocate interest between and among reflect such new component notescomponents, in each such case such that, if applicable, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”)Loan; and further provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average none of the interest rates among the components and/or notes after the effective date of such modification foregoing actions shall have a material adverse effect on Borrower or creation shall equal the weighted average interest rate affect any of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes rights or components after the effective date obligations of such Resizing shall equal the aggregate outstanding principal balance of Borrower under the Loan immediately prior the Resizing, and (C) prepayments shall not result Documents in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Defaultmaterially adverse respect. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees each other Loan Party covenant and agree that after the Closing Date, but prior to a Securitization, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basisAmounts) of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan amongst each other; provided, that in no event shall other and to require the weighted average interest rate payment of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan in such order of priority as may be designated by Lender in its sole discretion; provided, that (i) in no event shall the initial weighted average spread of the Loan, the Mortgage Loan and the Mezzanine A Loan following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 or Section 10.28 hereof, any principal payments of the Mortgage Loan pursuant to the Mortgage Loan Agreement or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine A Loan pursuant to Section 2.4.2 or Section 10.28 of the related Other Mezzanine A Loan Agreement, Agreement or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine A Loan Default), and (y) convert a portion of it being understood that after any such reallocation or modification the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan Documents and the Other Mezzanine A Loan Documents shall state that at all times the Mezzanine Loans and any such new mezzanine loan shall remain have the same as the average weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (spread except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan payments pursuant to Section 2.4.2 or Section 10.28 hereof, payments pursuant to Section 2.4.2 or Section 10.28 of the related Other Mezzanine A Loan AgreementDocuments, or following an Event of Default, Default or following a Mortgage Mezzanine A Loan Default or an Other except as otherwise agreed to by Lender, Mezzanine Loan Default); providedA Lender, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage LoanA Borrower. (c) In addition, Lender agrees that in connection with the Loan Borrower and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the other Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower Parties shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage the Release Amount. (d) Borrower acknowledges and agrees that Mortgage Lender shall have the options set forth in Section 9.1.2(d) of the Mortgage Loan Agreement. Borrower shall, at Borrower’s sole cost and expense, cooperate with Mortgage Lender and Lender in Mortgage Lender’s exercise, from time to time, of any and all such options in a good faith and timely manner, which cooperation shall include, but not be limited to, cooperating with respect to all of the actions, items and things specified and/or referenced in Section 9.1.2(d) of the Mortgage Loan Agreement. (e) Borrower covenants and agrees that such reallocation described in Section 9.1.2(b) hereof or Section 9.1.2(d) of the Mortgage Loan Agreement will be conducted in compliance with the representations and warranties regarding separateness set forth in Section 4.1.30 and Section 5.1.28(a) hereof. Borrower will reflect such reallocation on its books and records as a contribution to Borrower or a distribution from Mezzanine A Borrower to its members, as applicable

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon LenderAdministrative Agent’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the any original notes note or modify the any original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in LenderAdministrative Agent’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notesdiscretion, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) such new or modified note shall at all times have the same weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate spread of the Loan immediately prior to such Resizingmodification and shall have the same stated maturity date of the Loan, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default) and (C) the aggregate principal balance the new notes or components after the effective date of such Resizing modification shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, to such modification and (Cii) prepayments modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not result (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the Loan, (c) require any “rate creep” except with respect to (I) mandatory prepayments in amortization of principal of the event of a Casualty or Condemnation Loan or (IId) following an Event decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of DefaultLender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender. (ba) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender Administrative Agent shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the interest rates and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan amongst each other; provided, that (i) in no event shall the weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan following any such reallocation or modification change from the initial weighted average interest rate of the Loan and the Mezzanine A Loan in effect immediately preceding such reallocation or modification (except in connection with provided, that the interest rate payable on the Loan may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4.2 hereof, 2.4 hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine A Loan pursuant to Section 2.4.2 2.4 of the related Other Mezzanine A Loan Agreement, Agreement or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine A Loan Default), and (yii) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) notes or components after the effective date of such reallocation or creation modification shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans A Loan immediately prior to such reallocation or creation. Borrower modification, (iii) intentionally omitted, and Lender agree that (iv) no such modification shall (A) decrease any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies or increase any of such Affiliate the obligations of Borrower under the Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the Loan, (C) require any amortization of principal of the Loan, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or such Other Mezzanine Loan(E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(b) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender. (db) Borrower shall execute and deliver such documents as shall reasonably be required by Lender Administrative Agent in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Lender and the Rating Agencies Administrative Agent within ten (10) days Business Days following such request by Lender. It Administrative Agent. (c) Borrower covenants and agrees that Administrative Agent shall have the right to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mezzanine A Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine A Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Administrative Agent (so long as the Mezzanine Lenders shall agree to such modifications); provided, that (1) the Loan and the Mezzanine A Loan and any New Mezzanine Loan(s) shall at all times have the same weighted average interest rate of the Loan and the Mezzanine A Loan immediately prior to such creation (provided, that the interest rate payable on the Loan may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine A Loan pursuant to Section 2.4 of the Mezzanine A Loan Agreement or following an Event of Default under this Agreement, the Note, the Pledge Agreement or a Mezzanine A Loan Default) and the other same stated maturity date as the Loan and the Mezzanine A Loan and (2) no such reallocation shall (A) increase, any monetary obligation of Borrower or Mezzanine A Borrower under the Loan Documents if or the Mezzanine A Loan Documents or decrease, any rights of Borrower fails to promptly comply with any or Mezzanine A Borrower under the Loan Documents and the Mezzanine A Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the termsLoan, covenants (C) require any amortization of principal of the Loan, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or conditions (E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. Borrower shall execute and deliver such documents as shall reasonably be required by Administrative Agent as promptly as possible under the circumstances in connection with this Section 9.1.3(d), all in form and substance reasonably satisfactory to Borrower, Administrative Agent, including, without limitation, loan documents (substantially in the same form and substance as the Loan Documents and the Mezzanine A Loan Documents, as may be modified in accordance with this Section 9.1.3) necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine A Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan. Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Administrative Agent in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Mortgage Borrower and Mezzanine Borrowers shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower, but subject to the other terms of this Section 9.1.29.1.3(d). In no event Further, in connection with any New Mezzanine Loan, Borrower shall any deliver to Administrative Agent opinions of legal counsel with respect to due execution, authority and enforceability of the amendments or new loan documents required pursuant with respect to the New Mezzanine Loan and the Loan Documents, as amended, in substantially the same form as the opinion delivered on the Closing Date, and an updated Insolvency Opinion for the Loan delivered on the Closing Date and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Administrative Agent. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1 modify or amend 9.1.3(d) (and the definition costs and expenses of Release Amount or Mortgage Release AmountLender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions Each of Section 9.1 to the contrary, Borrower and Operating Lessee covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among any new or existing components in Lender’s sole discretion discretion, provided, (1) such new or modified note shall at all times have the same weighted average spread of the original Note (except following an Event of Default or any prepayment of the Loan pursuant to Sections 2.4.1 or 2.4.2 hereof, provided that in no event shall the prepayment of the Free Prepayment Amount change the weighted average coupon of the Loan) and (2) no amortization of principal of the Loan will be required and (ii) modify the Cash Management Agreement to reflect such new components; and further provided, that none of the foregoing actions shall have a material adverse effect on Borrower or affect any of the rights or obligations of Borrower and Operating Lessee under the Loan Documents may be amended in any materially adverse respect. Notwithstanding anything to reallocate interest between and among such new component notesthe contrary contained herein, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average of the interest rates among the components and/or notes after the effective date of such modification no reallocation or creation of new components pursuant to this Section 9.1.2, shall equal (i) reduce the weighted average interest rate Free Prepayment Amount, (ii) reduce the percentage of the Loan immediately permitted to be voluntarily prepaid without a Spread Maintenance Payment prior to such Resizing, the applicable Spread Maintenance End Date or (Biii) the aggregate principal balance the notes or components after the effective date of such Resizing shall equal the aggregate outstanding principal balance result in a Spread Maintenance Payment that would not otherwise have been due as of the Loan immediately prior Closing Date based upon the Resizing, and (C) prepayments shall not result in any “rate creep” except with respect to (I) mandatory prepayments in the event definition of a Casualty or Condemnation or (II) following an Event of DefaultSpread Maintenance Payment. (b) Notwithstanding Each of Borrower, Operating Lessee and the provisions of Section 9.1 to the contrary, Borrower other Loan Parties covenants and agrees that after the Closing Date, but prior to a Securitization of the Loan, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each other; provided, that (i) in no event shall the weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section Sections 2.4.1 or 2.4.2 hereof, a hereof (provided that in no event shall the prepayment of the Mortgage Loan in accordance with Section 2.4.2 Free Prepayment Amount change the weighted average coupon of the Mortgage Loan AgreementLoan), or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, Prepayment Event or following an Event of Default, Default or a Mortgage Mezzanine Loan Default and provided that if at any time there is one or an Other Mezzanine Loan Default)more mezzanine loans, any voluntary prepayment shall be applied pro rata amongst the mezzanine loans) and (yii) convert a no such modification shall materially and adversely affect Borrower, Operating Lessee and Mezzanine Borrower’s rights to prepay all or any portion of the Loan or any Other the Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage LoanLoans. (c) In additionEach of Borrower, Lender agrees that in connection with the Loan Operating Lessee and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the other Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower Parties shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement Mortgages and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. Notwithstanding anything to the contrary herein, all reasonable costs and expenses incurred by Borrower and/or Lender in connection with this Section 9.1.2 (including, without limitation, any documentary stamp taxes, intangible taxes and other recording taxes) shall be paid in accordance with Section 9.1.4 hereof. In no event shall any of the amendments amendment or new loan documents required pursuant to this Section 9.1 modify or amend the definition aggregate amount of the Release Amount and the Release Amount (as defined in each Mezzanine Loan Agreement) for each Individual Property. (d) Each of Borrower, Operating Lessee and the other Loan Parties covenants and agrees that after the Closing Date Lender shall have the right, subject to the last sentence of this Section 9.1.2(d), to create one or Mortgage Release Amountmore additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, and any New Mezzanine Loan amongst each other and to require the payment of the Loan, and any New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (1) the Loan and any New Mezzanine Loan shall at all times have the same weighted average spread of the Loan on the Closing Date (except in connection with a prepayment of the Loan in accordance with Sections 2.4.1 or 2.4.2 hereof (but in no event shall the application of the Free Prepayment Amount change the weighted average coupon of the Loan), a Mezzanine Prepayment Event or following an Event of Default or a Mezzanine Loan Default and provided that any voluntary prepayments (other than any voluntary prepayments made to cure a Cash Trap Event, which shall be applied pro rata among the Loan and any mezzanine loan then outstanding) may be applied, at Borrower’s option, to the most junior mezzanine loan then outstanding without a corresponding prepayment of the Loan or any senior mezzanine loan), (2) no such reallocation shall modify the aggregate amortization of principal of the Loan and the Mezzanine Loans and (3) without limitation of any approval rights of Lender, upon the creation of such New Mezzanine Loan, only the most junior New Mezzanine Lender that is not an affiliate of any Loan Party shall have the right (i) to approve the Annual Budget during a Debt Yield Trigger Period under Section 5.1.11(d), (ii) to approve alterations to the extent such approval is required under Section 5.1.22, (iii) to approve the Annual Budget and any operating budgets to the extent such approval is required pursuant to Section 5.1.11, (iv) to approve ground lease matters to the extent such approval is required under this Agreement and (v) to approve a Replacement Management Agreement or a Replacement Franchise Agreement (to the extent the Lender has the right to approve the same pursuant to this Agreement). Borrower and Operating Lessee shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2(d), all in form and substance reasonably satisfactory to Lender and the Approved Rating Agencies, including, without limitation, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower, Operating Lessee and the other Loan Parties shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan, including to provide that with respect to any New Mezzanine Loan (a) only the most junior New Mezzanine Lender that is not an affiliate of any Loan Party shall have the right to approve the Annual Budget during a Debt Yield Trigger Period under Section 5.1.11(d) and (b) only the most junior New Mezzanine Lender that is not an affiliate of any Loan Party shall have the right to approve alterations as set forth under Section 5.1.22 and the Annual Budget and any operating budgets pursuant to Section 5.1.11 (collectively, the “Mezzanine Modifications”); provided, that no such amendments or other documents shall modify any provisions of the Loan Documents or the Mezzanine Loan Documents other than to effectuate such reallocation, to incorporate the Mezzanine Modifications and as otherwise necessary to accurately reflect such New Mezzanine Loan. If Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower” and collectively, “New Mezzanine Borrowers”), the applicable organizational documents of Borrower, Operating Lessee, the other Loan Parties and Mezzanine Borrowers shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrowers, but subject to the other terms of this Section 9.1.2(d). Further, in connection with any New Mezzanine Loan, Borrower, Operating Lessee and each other Loan Party shall deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents and the New Mezzanine Loan Documents, as amended, in substantially the same form as the opinion delivered on the Closing Date, and an updated Insolvency Opinion for the Loan delivered on the Closing Date and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender and/or the Approved Rating Agencies. Notwithstanding the foregoing, in no event shall there be more than one New Mezzanine Loan. (e) Borrower covenants and agrees that any such reallocation described in this Section 9.1.2 will be conducted in compliance with the representations and warranties regarding separateness set forth in Sections 4.1.30 and 5.1.28(a) hereof. Borrower will reflect such reallocation on its books and records as a contribution from the applicable Mezzanine Borrower to Borrower or a distribution from Borrower to its member, as applicable.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon LenderAdministrative Agent’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the any original notes note or modify the any original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in LenderAdministrative Agent’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notesdiscretion, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) such new or modified note shall at all times have the same weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate spread of the Loan immediately prior to such Resizingmodification and shall have the same stated maturity date of the Loan, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default) and (C) the aggregate principal balance the new notes or components after the effective date of such Resizing modification shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, to such modification and (Cii) prepayments modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not result (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the Loan, (c) require any “rate creep” except with respect to (I) mandatory prepayments in amortization of principal of the event of a Casualty or Condemnation Loan or (IId) following an Event decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of DefaultLender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender. (ba) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender Administrative Agent shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the interest rates and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst B Loan between each other; provided, that (i) in no event shall the weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans B Loan following any such reallocation or modification change from the initial weighted average interest rate of the Loan and the Mezzanine B Loans in effect immediately preceding such reallocation or modification (except in connection with provided, that the interest rate payable on the Loan may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4.2 hereof, 2.4 hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine B Loan pursuant to Section 2.4.2 2.4 of the related Other Mezzanine B Loan Agreement, Agreement or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine B Loan Default), and (yii) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) notes or components after the effective date of such reallocation or creation modification shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans B Loan immediately prior to such reallocation or creation. Borrower modification, (iii) intentionally omitted, and Lender agree that (iv) no such modification shall (A) decrease any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies or increase any of such Affiliate the obligations of Borrower under the Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the Loan, (C) require any amortization of principal of the Loan, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or such Other Mezzanine Loan(E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(b) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender. (db) Borrower shall execute and deliver such documents as shall reasonably be required by Lender Administrative Agent in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Lender and the Rating Agencies Administrative Agent within ten (10) days Business Days following such request by Lender. It Administrative Agent. (c) Borrower covenants and agrees that Administrative Agent shall have the right to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Administrative Agent (so long as the Mezzanine Lenders shall agree to such modifications); provided, that (1) the Loan and the Mezzanine B Loan and any New Mezzanine Loan(s) shall at all times have the same weighted average interest rate of the Loan and the Mezzanine B Loan immediately prior to such creation (provided, that the interest rate payable on the Loan may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine B Loan pursuant to Section 2.4 of the Mezzanine B Loan Agreement or following an Event of Default under this Agreement, the Note, the Pledge Agreement or a Mezzanine B Loan Default) and the other same stated maturity date as the Loan and the Mezzanine B Loan and (2) no such reallocation shall (A) increase, any monetary obligation of Borrower or Mezzanine B Borrower under the Loan Documents if or the Mezzanine B Loan Documents or decrease, any rights of Borrower fails to promptly comply with any or Mezzanine B Borrower under the Loan Documents and the Mezzanine B Loan Documents, other than in a de minimis amount, (B) modify the stated maturity of the termsLoan, covenants (C) require any amortization of principal of the Loan, (D) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or conditions (E) result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. Borrower shall execute and deliver such documents as shall reasonably be required by Administrative Agent as promptly as possible under the circumstances in connection with this Section 9.1.3(d), all in form and substance reasonably satisfactory to Borrower, Administrative Agent, including, without limitation, loan documents (substantially in the same form and substance as the Loan Documents and the Mezzanine B Loan Documents, as may be modified in accordance with this Section 9.1.3) necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine B Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan. Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Administrative Agent in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Mortgage Borrower and Mezzanine Borrowers shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower, but subject to the other terms of this Section 9.1.29.1.3(d). In no event Further, in connection with any New Mezzanine Loan, Borrower shall any deliver to Administrative Agent opinions of legal counsel with respect to due execution, authority and enforceability of the amendments or new loan documents required pursuant with respect to the New Mezzanine Loan and the Loan Documents, as amended, in substantially the same form as the opinion delivered on the Closing Date, and an updated Insolvency Opinion for the Loan delivered on the Closing Date and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Administrative Agent. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1 modify or amend 9.1.3(d) (and the definition costs and expenses of Release Amount or Mortgage Release AmountLender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon LenderAdministrative Agent’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the any original notes note or modify the any original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in LenderAdministrative Agent’s sole discretion and (ii) the Loan Documents may be amended to reallocate interest between and among such new component notesdiscretion, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) such new or modified note shall at all times have the same weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate spread of the Loan immediately prior to such Resizingmodification and shall have the same stated maturity date of the Loan, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default) and (C) the aggregate principal balance the new notes or components after the effective date of such Resizing modification shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, to such modification and (Cii) prepayments shall not result in modify the Cash Management Agreement and any “rate creep” except with respect other Loan Documents to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Default. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each otherreflect such new components; provided, that in no event shall the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the weighted average interest rate in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default), and (y) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender modifications shall not reallocate principal from the Loan (a) decrease any rights or increase any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the Loan, (c) require any amortization of principal of the Loan or such Other Mezzanine Loan. (d) decrease the time periods during which Borrower shall execute is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and deliver such documents as shall reasonably be required expenses incurred by Lender Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.2, all in form and substance reasonably satisfactory to Lender 9.1.3(a) (and the Rating Agencies within ten (10costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) days following such request shall be paid by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release Amount.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documentsLoan Documents, as reasonably required, to reflect multiple or additional components of the Loan in Lender’s sole discretion and such new notes or modified note shall at all times shall have the same initial weighted average coupon as the original note (ii) except following an Event of Default or any prepayment of the Loan Documents may be amended pursuant to reallocate interest between and among Section 2.4.2 hereof), but such new component notesnotes or modified note may subsequently change the interest rate and apply principal, interest rates and amortization of the Loan between the components in each case a manner specified by Lender in its sole discretion, and modify the Mezzanine Cash Management Agreement (if any) with respect to the newly created components such that, if applicable, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”)Loan; provided, that that, except as expressly set forth in creating such new notes or modified notes or loan components or effectuating such Resizingthis Section 9.1.2, the (A) the weighted average none of the interest rates among the components and/or notes after the effective date of such modification foregoing actions shall have an adverse affect on Borrower or creation shall equal the weighted average interest rate effect any of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes rights or components after the effective date obligations of such Resizing shall equal the aggregate outstanding principal balance of Borrower or Guarantor under the Loan immediately prior the Resizing, and (C) prepayments shall not result Documents in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Defaultadverse respect. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the amortization and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, Loan and the Mortgage Loan between each other and to require the payment of the Loan and the Other Mezzanine Loans amongst each otherMortgage Loan in such order of priority as may be designated by Lender in its sole discretion; provided, that (i) in no event shall the initial weighted average interest rate spread of the Loan, Loan and the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Mortgage Loan Agreement, Agreement or following an Event of Default, Default or a Mortgage Loan Default or an Other Mezzanine Loan Default), and (y) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided but, provided, further, that such modifications may subsequently change the weighted average spread and apply principal, interest rate of rates and amortization between the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default)manner specified by Lender in its sole discretion; provided, that in effectuating such reallocation or creating such new mezzanine loan(s)that, the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness except as expressly set forth in the definition of “Special Purpose Entity” and this Section 4.1.30(a) hereof. Notwithstanding the foregoing9.1.2, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser none of the Loan foregoing actions shall have an adverse affect on Borrower, Mortgage Borrower or such Other Mezzanine Loan (Guarantor or effect any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate or obligations of Borrower under the Loan Documents or such Other Mezzanine Loan. (d) Mortgage Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and under the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Mortgage Loan Documents if Borrower fails to promptly comply with in any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release Amountadverse respect.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documentsLoan Documents, as reasonably required, to reflect multiple or additional components of the Loan in Lender’s sole discretion and such new notes or modified note shall at all times shall have the same initial weighted average coupon as the original note (ii) except following an Event of Default or any prepayment of the Loan Documents may be amended pursuant to reallocate interest between and among Section 2.4.2 hereof), but such new component notesnotes or modified note may subsequently change the interest rate and apply principal, interest rates and amortization of the Loan between the components in each case a manner specified by Lender in its sole discretion, and modify the Cash Management Agreement with respect to the newly created components such that, if applicable, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”)Loan; provided, that that, except as expressly set forth in creating such new notes or modified notes or loan components or effectuating such Resizingthis Section 9.1.2, the (A) the weighted average none of the interest rates among the components and/or notes after the effective date of such modification foregoing actions shall have an adverse affect on Borrower or creation shall equal the weighted average interest rate effect any of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes rights or components after the effective date obligations of such Resizing shall equal the aggregate outstanding principal balance of Borrower or Guarantor under the Loan immediately prior the Resizing, and (C) prepayments shall not result Documents in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Defaultadverse respect. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the amortization and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst Loan between each otherother and to require the payment of the Loan and the Mezzanine Loan in such order of priority as may be designated by Lender in its sole discretion; provided, that (i) in no event shall the initial weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans Loan following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, Agreement or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine Loan Default), and (y) convert a portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided but, provided, further, that such modifications may subsequently change the weighted average spread and apply principal, interest rate of the Loan, the Mortgage Loan rates and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with amortization between the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on in a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities manner specified by Lender in respect of any private or public securitization of the Loanits sole discretion; provided, howeverthat, that such intercreditorexcept as expressly set forth in this Section 9.1.2, co-lendernone of the foregoing actions shall have an adverse affect on Borrower, participation Mezzanine Borrower or similar agreement may include customary Guarantor or reasonable restrictions on the exercise effect any of the rights and remedies of such Affiliate or obligations of Borrower under the Loan Documents or such Other Mezzanine Loan. (d) Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and under the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Mezzanine Loan Documents if Borrower fails to promptly comply with in any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release Amountadverse respect.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower and each other Loan Party shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among any new components in Lender’s sole discretion discretion, provided, such new or modified note shall at all times have the same weighted average spread of the original Note (except following an Event of Default or any prepayment of the Loan pursuant to Section 2.4.2 or 10.28 hereof or Section 6.4(d) of the Mortgage Loan Agreement) and (ii) modify the Loan Documents may be amended Cash Management Agreement to reallocate interest between and among reflect such new component notescomponents, in each such case such that, if applicable, that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”)Loan; and further provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average none of the interest rates among the components and/or notes after the effective date of such modification foregoing actions shall have a material adverse effect on Borrower or creation shall equal the weighted average interest rate affect any of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes rights or components after the effective date obligations of such Resizing shall equal the aggregate outstanding principal balance of Borrower under the Loan immediately prior the Resizing, and (C) prepayments shall not result Documents in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Defaultmaterially adverse respect. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees each other Loan Party covenant and agree that after the Closing Date, but prior to a Securitization, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basisAmounts) of the Loan, the Mortgage Loan and the Other Mezzanine Loans B Loan amongst each other; provided, that in no event shall other and to require the weighted average interest rate payment of the Loan, the Mortgage Loan and the Other Mezzanine Loans B Loan in such order of priority as may be designated by Lender in its sole discretion; provided, that (i) in no event shall the initial weighted average spread of the Loan, the Mortgage Loan and the Mezzanine B Loan following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 or Section 10.28 hereof, any principal payments of the Mortgage Loan pursuant to the Mortgage Loan Agreement or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine B Loan pursuant to Section 2.4.2 or Section 10.28 of the related Other Mezzanine B Loan Agreement, Agreement or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine B Loan Default), and (y) convert a portion of it being understood that after any such reallocation or modification the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan Documents and the Other Mezzanine B Loan Documents shall state that at all times the Mezzanine Loans and any such new mezzanine loan shall remain have the same as the average weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (spread except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan payments pursuant to Section 2.4.2 or Section 10.28 hereof, payments pursuant to Section 2.4.2 or Section 10.28 of the related Other Mezzanine B Loan AgreementDocuments, or following an Event of Default, Default or following a Mortgage Mezzanine B Loan Default or an Other except as otherwise agreed to by Lender, Mezzanine Loan Default); providedB Lender, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage LoanB Borrower. (c) In addition, Lender agrees that in connection with the Loan Borrower and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the other Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower Parties shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. In no event shall any of the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage the Release Amount. (d) Borrower acknowledges and agrees that Mortgage Lender shall have the options set forth in Section 9.1.2(d) of the Mortgage Loan Agreement. Borrower shall, at Borrower’s sole cost and expense, cooperate with Mortgage Lender and Lender in Mortgage Lender’s exercise, from time to time, of any and all such options in a good faith and timely manner, which cooperation shall include, but not be limited to, cooperating with respect to all of the actions, items and things specified and/or referenced in Section 9.1.2(d) of the Mortgage Loan Agreement. (e) Borrower covenants and agrees that any such reallocation described in Section 9.1.2(b) hereof or Section 9.1.2(d) of the Mortgage Loan Agreement will be conducted in compliance with the representations and warranties regarding separateness set forth in Section 4.1.30 and Section 5.1.28(a) hereof. Borrower will reflect such reallocation on its books and records as a contribution from the applicable Mezzanine Borrower to Borrower or a distribution from Mortgage Borrower to its member, as applicable.

Loan Components; Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that in connection with any prior to a Securitization of the Loan, upon Lender’s request Borrower shall (i) Borrower shall deliver one or more new component notes to replace the original notes note or modify the original notes note and other loan documents, as reasonably required, to reflect multiple or additional components of the Loan or allocate spread or principal among any new components in Lender’s sole discretion discretion, provided, (1) such new or modified note shall at all times have the same weighted average spread of the original Note (except following an Event of Default or any prepayment of the Loan pursuant to Section 2.4.2 hereof) and (2) no amortization of principal of the Loan will be required and (ii) modify the Cash Management Agreement to reflect such new components; and further provided, that none of the foregoing actions shall have a material adverse effect on Borrower or affect any of the rights or obligations of Borrower under the Loan Documents may be amended to reallocate interest between and among such new component notes, in each case such that, if applicable, the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan (collectively, the “Resizing”); provided, that in creating such new notes or modified notes or loan components or effectuating such Resizing, the (A) the weighted average of the interest rates among the components and/or notes after the effective date of such modification or creation shall equal the weighted average interest rate of the Loan immediately prior to such Resizing, (B) the aggregate principal balance the notes or components after the effective date of such Resizing shall equal the aggregate outstanding principal balance of the Loan immediately prior the Resizing, and (C) prepayments shall not result in any “rate creep” except with respect to (I) mandatory prepayments in the event of a Casualty or Condemnation or (II) following an Event of Defaultmaterially adverse respect. (b) Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date, but prior to a Securitization, Lender shall have the right in connection with a Securitization to (x) establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of the Loan, the Mortgage Loan and the Other Mezzanine Loans amongst each other; provided, that (i) in no event shall the weighted average interest rate spread of the Loan, the Mortgage Loan and the Other Mezzanine Loans following any such reallocation or modification change from the initial weighted average interest rate spread in effect immediately preceding such reallocation or modification (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, hereof or a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan Loans pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, Agreements or following an Event of Default, a Mortgage Loan Default or an Other a Mezzanine Loan Default), ) and (yii) convert a no such modification shall materially and adversely affect Borrower and any Mezzanine Borrower’s rights to prepay all or any portion of the Loan or any Other Mezzanine Loan into a new mezzanine loan provided that the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans and any such new mezzanine loan shall remain the same as the weighted average interest rate of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to the creation of such new mezzanine loan (except for any “rate creep” that may occur in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof, a prepayment of the Mortgage Loan in accordance with Section 2.4.2 of the Mortgage Loan Agreement, or a prepayment of any Other Mezzanine Loan pursuant to Section 2.4.2 of the related Other Mezzanine Loan Agreement, or following an Event of Default, a Mortgage Loan Default or an Other Mezzanine Loan Default); provided, that in effectuating such reallocation or creating such new mezzanine loan(s), the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans and such new mezzanine Loan(s) after the effective date of such reallocation or creation shall equal the aggregate outstanding principal balance of the Loan, the Mortgage Loan and the Other Mezzanine Loans immediately prior to such reallocation or creation. Borrower and Lender agree that any such reallocation shall be structured in a manner that complies with the representations, warranties and covenants regarding separateness set forth in the definition of “Special Purpose Entity” and Section 4.1.30(a) hereof. Notwithstanding the foregoing, Lender shall not reallocate principal from the Loan or any Other Mezzanine Loan to the Mortgage Loan. (c) In addition, Lender agrees that in connection with the Loan and the Other Mezzanine Loans it shall not enter into an intercreditor, co-lender, participation or similar agreement that would contain provisions that prohibit or restrict an Affiliate of Borrower from purchasing and owning (i) all or a portion of any direct or indirect interest in the Loan or an Other Mezzanine Loan if such provisions materially vary from, or are more onerous or burdensome than, the prohibitions or restrictions on a third party purchaser of the Loan or such Other Mezzanine Loan (or any direct or indirect interest therein) or (ii) single or multi-class Securities in respect of any private or public securitization of the Loan; provided, however, that such intercreditor, co-lender, participation or similar agreement may include customary or reasonable restrictions on the exercise of the rights and remedies of such Affiliate of Borrower under the Loan or such Other Mezzanine Loan. (d) Borrower shall execute and deliver such documents as shall reasonably be required by Lender in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) days following such request by Lender. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement Mortgages and the other Loan Documents if Borrower fails to promptly comply with any of the terms, covenants or conditions of this Section 9.1.2. (d) Borrower covenants and agrees that after the Closing Date Lender shall have the right, at Lender’s sole cost and expense, to create one or more additional Mezzanine Loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances of each of the Loan, the Mezzanine Loans and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine Loans and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (1) the Loan and the Mezzanine Loans and any New Mezzanine Loan(s) shall at all times have the same weighted average spread of the Loan and the Mezzanine Loans on the Closing Date (except in connection with a prepayment of the Loan in accordance with Section 2.4.2 hereof or a prepayment of the Mezzanine Loans pursuant to Section 2.4.2 of the Mezzanine Loans Agreements or following an Event of Default or a Mezzanine Loan Default) and (2) no such reallocation shall modify the aggregate amortization of principal of the Loan and the Mezzanine Loans. In At Lender’s sole cost and expenses, Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2(d), all in form and substance reasonably satisfactory to Lender and the Approved Rating Agencies, including, without limitation, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan; provided, that no such amendments or other documents shall modify any provisions of the Loan Documents or the Mezzanine Loan Documents other than to effectuate such reallocation and as otherwise necessary to accurately reflect such New Mezzanine Loan. If Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan or, if available, utilize an upper-tier special purpose vehicle in its structure as such borrower (each, a “New Mezzanine Borrower”). The applicable organizational documents of Borrower and Mezzanine Borrowers shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower, but subject to the other terms of this Section 9.1.2(c). Further, in connection with any New Mezzanine Loan, Borrower shall, at Lender’s sole cost and expense, deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents and Mezzanine Loan Documents, as amended, in substantially the same form as the opinion delivered at Closing, and an updated Insolvency Opinion for the Loan and the Mezzanine Loans delivered at Closing and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender and/or the Approved Rating Agencies. Notwithstanding the foregoing, (i) in no event shall any of there be more than three (3) Mezzanine Loans and New Mezzanine Loans, in the amendments or new loan documents required pursuant to this Section 9.1 modify or amend the definition of Release Amount or Mortgage Release Amountaggregate and (ii) no New Mezzanine Loan shall have an initial principal balance that is less than Twenty Five Million and No/100 Dollars ($25,000,000.00).