Common use of Mezzanine Loan Option Clause in Contracts

Mezzanine Loan Option. Lender shall have the right at any time to divide the Loan into two or more parts (the “Mezzanine Option”): a “mortgage loan” and one or more “mezzanine loans.” The principal amount of the mortgage loan plus the principal amount of the mezzanine loan(s) shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan and the mezzanine loan(s). In effectuating the foregoing, Lender will make one or more loans to one or more entities that will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b) (collectively, the “Mezzanine Borrower”). The Mezzanine Borrower will contribute the amount of the mezzanine loan(s) to Borrower (in its capacity as borrower under the mortgage loan, “mortgage borrower”) and the mortgage borrower will apply the contribution to pay down the Loan to the mortgage loan amount. The mortgage loan and the mezzanine loan(s) will be on the same terms and subject to the same conditions set forth in the Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s standard mezzanine loan documents. (a) Lender shall have the right to establish different interest rates and debt service payments for the mortgage loan and the mezzanine loan(s) and to require the payment of the mortgage loan and the mezzanine loan(s) in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan and the mezzanine loan(s) shall equal the amount of the Loan immediately prior to the creation of the mortgage loan and the mezzanine loan(s), (ii) the weighted average interest rate of the mortgage loan and the mezzanine loan(s) shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan and mezzanine loan(s) and (iii) the debt service payments on the mortgage loan note and the mezzanine loan note(s) shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan and a mezzanine loan(s). (b) The Mezzanine Borrower shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrower. The security for the mezzanine loan(s) shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrower. (c) Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan and one or more mezzanine loans and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents and the transfer of the membership interest in Borrower to the Mezzanine Borrower. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 after expiration of ten (10) Business Days notice thereof.

Mezzanine Loan Option. Lender (a) Lender, at its sole cost and expense, shall have the right at any time to divide the Loan into two or more parts (the “Mezzanine Option”): a “mortgage loan” and one or more “mezzanine loans.” The principal amount of the mortgage loan plus the principal amount of the mezzanine loan(s) shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan and the mezzanine loan(s). In effectuating the foregoing, Lender will make one or more loans to one or more entities that will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b18.35(b) (collectively, the “Mezzanine BorrowerBorrower(s)”). The Mezzanine Borrower Borrower(s) will contribute the amount of the mezzanine loan(s) to Borrower (in its capacity as borrower under the mortgage loan, “mortgage borrower”) and the mortgage borrower will apply the contribution to pay down the Loan to the mortgage loan amount. The mortgage loan and the mezzanine loan(s) will be on the same terms and subject to the same conditions set forth in the Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s standard mezzanine loan documents. (ab) Lender shall have the right to establish different interest rates and debt service payments for the mortgage loan and the mezzanine loan(s) and to require the payment of the mortgage loan and the mezzanine loan(s) in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan and the mezzanine loan(s) shall equal the amount of the Loan immediately prior to the creation of the mortgage loan and the mezzanine loan(s), (ii) the weighted average interest rate of the mortgage loan and the mezzanine loan(s) shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan and mezzanine loan(s) and (iii) the debt service payments on the mortgage loan note and the mezzanine loan note(s) shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan and a mezzanine loan(s). (bc) The Mezzanine Borrower Borrower(s) shall be a special purpose, bankruptcy remote entity entities pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrower. The security for the mezzanine loan(s) shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrower. (cd) Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan and one or more mezzanine loans and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents and the transfer of the membership interest in Borrower to the Mezzanine BorrowerBorrower(s). It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 18.35 after expiration of ten (10) Business Days notice thereof.

Mezzanine Loan Option. (a) Lender shall have the right at Lender's sole cost and expense at any time to divide the Loan into two or more (but not more than three) parts (the “"Mezzanine Option”"): a “"mortgage loan” " and one or more “"mezzanine loans.” " The principal amount of the ofthe mortgage loan plus the principal amount of the mezzanine loan(s) shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan and the mezzanine loan(s). In effectuating the foregoing, Lender will make one or more loans to one or more entities that will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b18.33(b) (collectively, the “"Mezzanine Borrower”"). The Mezzanine Borrower will contribute the amount of the mezzanine loan(s) to Borrower (in its capacity as borrower under the mortgage loan, “"mortgage borrower”") and the mortgage borrower will apply the contribution to pay down the Loan to the mortgage loan amount. The mortgage loan and the mezzanine loan(s) will be on the same terms and subject to the same conditions set forth in the Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s 's standard mezzanine loan documents. (ab) Lender shall have the right to establish different interest rates and debt service payments for the mortgage loan and the mezzanine loan(s) and to require the payment of the mortgage loan and the mezzanine loan(s) in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan and the mezzanine loan(s) shall equal the amount of the Loan immediately prior to the creation of the mortgage loan and the mezzanine loan(s), (ii) the weighted average interest rate of the mortgage loan and the mezzanine loan(s) shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan and mezzanine loan(s) and (iii) the debt service payments on the mortgage loan note and the mezzanine loan note(s) shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan and a mezzanine loan(s). (bc) The Mezzanine Borrower shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrower. The security for the mezzanine loan(s) shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrower. (cd) Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan and one or more mezzanine loans and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution opinions and an “"Eagle 9” " or “"UCC plus” " (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents and the transfer of the membership interest in Borrower to the Mezzanine Borrower. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 18.33 after expiration of ten fifteen (1015) Business Days notice thereof.

Mezzanine Loan Option. Without limiting Borrower’s rights under Section 8.1(i), Lender shall have the right at any time to divide the Loan into two or more parts (the “Mezzanine Option”): a mortgage loan (the “mortgage loan” Mortgage Loan”) and one or more a mezzanine loan (the “mezzanine loans.” Mezzanine Loan”). The principal amount of the mortgage loan Mortgage Loan plus the principal amount of the mezzanine loan(s) Mezzanine Loan shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan. In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loan, the “Mezzanine Lender”) will make one or more loans a loan to one or more entities that the borrower of the Mezzanine Loan, which will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b) Xxxxxxx Properties–355 S. Grand Mezzanine, LLC (collectively, the “Mezzanine Borrower”). The ; Mezzanine Borrower will contribute the amount of the mezzanine loan(s) Mezzanine Loan to Borrower (in its capacity as borrower Borrower under the mortgage loanMortgage Loan, “mortgage borrowerMortgage Borrower”) and the mortgage borrower Mortgage Borrower will apply the contribution to pay down the Loan to the mortgage loan its Mortgage Loan amount. The mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan will be on the same terms and subject to the same conditions set forth in this Agreement, the Notes, the Mortgage and the other Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s standard mezzanine loan documents.: (a) Lender (in its capacity as the lender under the Mortgage Loan, the “Mortgage Lender”) shall have the right to establish different interest rates and debt service payments for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan and to require the payment of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall equal the amount of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan, (ii) the weighted average interest rate of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan a Mortgage Loan and mezzanine loan(s) a Mezzanine Loan and (iii) the debt service payments on the mortgage loan Mortgage Loan note and the mezzanine loan note(s) Mezzanine Loan note shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan Mortgage Loan and a mezzanine loan(s)Mezzanine Loan. (b) The Mezzanine Borrower shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrowerMortgage Borrower. The security for the mezzanine loan(s) Mezzanine Loan shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrowerMortgage Borrower. (c) Mezzanine Borrower and Mortgage Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan Mortgage Loan and one or more mezzanine loans a Mezzanine Loan and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution consolidation opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents. In the event Mortgage Borrower and/or Mezzanine Borrower fail to execute and deliver such documents and the transfer of the membership interest in to Lender within five (5) Business Days following such request by Lender, Mortgage Borrower to the and/or Mezzanine Borrower. , as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents necessary or desirable to effect such transactions, Mortgage Borrower and/or Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. (d) It shall be an Event of Default under this Agreement, the Notes, the Mortgage and the other Loan Documents if Borrower or Mezzanine Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 after expiration of 11.32 within ten (10) Business Days of notice thereof.

Mezzanine Loan Option. Lender shall have the right at any time right, on or before the date which is one (1) year following the Closing Date, to divide the Loan into two or more parts (the “Mezzanine Option”): a mortgage loan (the “mortgage loan” Mortgage Loan”) and one or more a mezzanine loan (the “mezzanine loans.” Mezzanine Loan”). In such event, Borrower agrees to cause the formation of the Mezzanine Borrower. The principal amount of the mortgage loan Mortgage Loan plus the principal amount of the mezzanine loan(s) Mezzanine Loan shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan. In effectuating the foregoing, Mezzanine Lender will make one or more loans a loan to one or more entities that will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b) (collectively, the “Mezzanine Borrower”). The ; Mezzanine Borrower will contribute the amount of the mezzanine loan(s) Mezzanine Loan to Borrower (in its capacity as borrower Borrower under the mortgage loanMortgage Loan, “mortgage borrowerMortgage Borrower”) and the mortgage borrower Mortgage Borrower will apply the contribution to pay down the Loan to the mortgage loan its Mortgage Loan amount. The mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan will be on the same terms and subject to the same conditions set forth in this Agreement, the Note, the Mortgage and the other Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s standard mezzanine loan documents.: (a) Lender (in its capacity as the lender under the Mortgage Loan, the “Mortgage Lender”) shall have the right to establish different interest rates and debt service payments for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan and to require the payment of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall equal the amount of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan, (ii) the weighted average interest rate of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan a Mortgage Loan and mezzanine loan(s) a Mezzanine Loan and (iii) prior to the occurrence of an Event of Default, the debt service payments on the mortgage loan Mortgage Loan note and the mezzanine loan note(s) Mezzanine Loan note shall on the date created equal the debt service payment which was are due under the Loan immediately prior to creation of a mortgage loan and a mezzanine loan(s)as if no Mezzanine Loan had been created. (b) The Mezzanine Borrower shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrowerMortgage Borrower. The security for the mezzanine loan(s) Mezzanine Loan shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrowerMortgage Borrower. (c) Mezzanine Borrower and Mortgage Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan Mortgage Loan and one or more mezzanine loans a Mezzanine Loan and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution consolidation opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents. In the event Mortgage Borrower and/or Mezzanine Borrower fail to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Mortgage Borrower and/or Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents necessary or desirable to effect such transactions, Mortgage Borrower and/or Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. Lender shall pay all costs and expenses in connection with the creation of the Mortgage Loan and the transfer Mezzanine Loan and all requirements relating thereto, including, without limitation, the cost of the membership interest in Borrower to the Mezzanine Borrower. any UCC lien insurance policy. (d) It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower or Mezzanine Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 9.8 after expiration of ten (10) Business Days after notice thereof.

Mezzanine Loan Option. Lender shall have the right right, at no cost or expense to Borrower, at any time to divide the Loan into two or more parts (the “Mezzanine Option”"MEZZANINE OPTION"): a “mortgage loan” loan (the "MORTGAGE LOAN") and one or more “a mezzanine loans.” loan (the "MEZZANINE LOAN"). The principal amount of the mortgage loan Mortgage Loan plus the principal amount of the mezzanine loan(s) Mezzanine Loan shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan. In effectuating the foregoing, Lender or its designee (in its capacity as the lender under the Mezzanine Loan, the "MEZZANINE LENDER") will make one or more loans a loan to one or more entities that will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b) (collectively, the “Mezzanine Borrower”"MEZZANINE BORROWER"). The ; Mezzanine Borrower will contribute the amount of the mezzanine loan(s) Mezzanine Loan to Borrower (in its capacity as borrower Borrower under the mortgage loanMortgage Loan, “mortgage borrower”"MORTGAGE BORROWER") and the mortgage borrower Mortgage Borrower will apply the contribution to pay down the Loan to the mortgage loan its Mortgage Loan amount, without prepayment penalty or fee. The mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan will be on the same terms and subject to the same conditions set forth in the Loan Documents except as follows. The mezzanine loan(s: Lender (in its capacity as the lender under the Mortgage Loan, the "MORTGAGE LENDER") shall be made pursuant to Lender’s standard mezzanine loan documents. (a) Lender shall have the right to establish different interest rates and debt service payments for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan and to require the payment of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall equal the amount of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan, (ii) the weighted average interest rate of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan a Mortgage Loan and mezzanine loan(s) and a Mezzanine Loan, (iii) the debt service payments on the mortgage loan Mortgage Loan note and the mezzanine loan note(s) Mezzanine Loan note shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan Mortgage Loan and a mezzanine loan(s). Mezzanine Loan, and (biv) The the note under the Mortgage Loan and the note under the Mezzanine Loan shall have the same term and amortization schedule as the Loan prior to the creation of the Mortgage Loan and the Mezzanine Loan. Mezzanine Borrower shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrowerMortgage Borrower. The security for the mezzanine loan(s) Mezzanine Loan shall be a pledge of one hundred percent (100%) of the Mezzanine Borrower's direct and indirect ownership interests in the mortgage borrower. (c) Mortgage Borrower. Mezzanine Borrower and Mortgage Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan Mortgage Loan and one or more mezzanine loans a Mezzanine Loan and shall execute and deliver such documents in compliance with this paragraph 62 as shall -77- reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution consolidation opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents. In the event Mortgage Borrower and/or Mezzanine Borrower fail to execute and deliver such documents and the transfer of the membership interest in to Lender within ten (10) Business Days following such request by Lender, Mortgage Borrower to the and/or Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect such transactions, Mortgage Borrower and/or Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Deed of Trust, the Note and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 62 after expiration of ten thirty (1030) Business Days days after notice thereof.

Mezzanine Loan Option. Lender shall have the right right, at no cost or expense to Borrower, at any time to divide the Loan into two or more parts (the “Mezzanine OptionMEZZANINE OPTION”): a mortgage loan (the “mortgage loan” MORTGAGE LOAN”) and one or more a mezzanine loan (the “mezzanine loans.” MEZZANINE LOAN”). The principal amount of the mortgage loan Mortgage Loan plus the principal amount of the mezzanine loan(s) Mezzanine Loan shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan. In effectuating the foregoing, Lender or its designee (in its capacity as the lender under the Mezzanine Loan, the “MEZZANINE LENDER”) will make one or more loans a loan to one or more entities that will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b) (collectively, the “Mezzanine BorrowerMEZZANINE BORROWER”). The ; Mezzanine Borrower will contribute the amount of the mezzanine loan(s) Mezzanine Loan to Borrower (in its capacity as borrower Borrower under the mortgage loanMortgage Loan, “mortgage borrowerMORTGAGE BORROWER”) and the mortgage borrower Mortgage Borrower will apply the contribution to pay down the Loan to the mortgage loan its Mortgage Loan amount, without prepayment penalty or fee. The mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan will be on the same terms and subject to the same conditions set forth in the Loan Documents except as follows. The mezzanine loan(s: Lender (in its capacity as the lender under the Mortgage Loan, the “MORTGAGE LENDER”) shall be made pursuant to Lender’s standard mezzanine loan documents. (a) Lender shall have the right to establish different interest rates and debt service payments for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan and to require the payment of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall equal the amount of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan, (ii) the weighted average interest rate of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan a Mortgage Loan and mezzanine loan(s) and a Mezzanine Loan, (iii) the debt service payments on the mortgage loan Mortgage Loan note and the mezzanine loan note(s) Mezzanine Loan note shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan Mortgage Loan and a mezzanine loan(s). Mezzanine Loan, and (biv) The the note under the Mortgage Loan and the note under the Mezzanine Loan shall have the same term and amortization schedule as the Loan prior to the creation of the Mortgage Loan and the Mezzanine Loan. Mezzanine Borrower shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrowerMortgage Borrower. The security for the mezzanine loan(s) Mezzanine Loan shall be a pledge of one hundred percent (100%) of the Mezzanine Borrower’s direct and indirect ownership interests in the mortgage borrower. (c) Mortgage Borrower. Mezzanine Borrower and Mortgage Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan Mortgage Loan and one or more mezzanine loans a Mezzanine Loan and shall execute and deliver such documents in compliance with this paragraph 62 as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution consolidation opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents. In the event Mortgage Borrower and/or Mezzanine Borrower fail to execute and deliver such documents and the transfer of the membership interest in to Lender within ten (10) Business Days following such request by Lender, Mortgage Borrower to the and/or Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and xxxxx to make and execute all documents reasonably necessary to effect such transactions, Mortgage Borrower and/or Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Deed of Trust, the Note and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 62 after expiration of ten thirty (1030) Business Days days after notice thereof.

Mezzanine Loan Option. Lender shall have the right right, at no cost or expense to Borrower, at any time to divide the Loan into two or more parts (the “Mezzanine Option”"MEZZANINE OPTION"): a “mortgage loan” loan (the "MORTGAGE LOAN") and one or more “a mezzanine loans.” loan (the "MEZZANINE LOAN"). The principal amount of the mortgage loan Mortgage Loan plus the principal amount of the mezzanine loan(s) Mezzanine Loan shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan. In effectuating the foregoing, Lender or its designee (in its capacity as the lender under the Mezzanine Loan, the "MEZZANINE LENDER") will make one or more loans a loan to one or more entities that will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b) (collectively, the “Mezzanine Borrower”"MEZZANINE BORROWER"). The ; Mezzanine Borrower will contribute the amount of the mezzanine loan(s) Mezzanine Loan to Borrower (in its capacity as borrower Borrower under the mortgage loanMortgage Loan, “mortgage borrower”"MORTGAGE BORROWER") and the mortgage borrower Mortgage Borrower will apply the contribution to pay down the Loan to the mortgage loan its Mortgage Loan amount, without prepayment penalty or fee. The mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan will be on the same terms and subject to the same conditions set forth in the Loan Documents except as follows. The mezzanine loan(s: Lender (in its capacity as the lender under the Mortgage Loan, the "MORTGAGE LENDER") shall be made pursuant to Lender’s standard mezzanine loan documents. (a) Lender shall have the right to establish different interest rates and debt service payments for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan and to require the payment of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall equal the amount of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan, (ii) the weighted average interest rate of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan a Mortgage Loan and mezzanine loan(s) and a Mezzanine Loan, (iii) the debt service payments on the mortgage loan Mortgage Loan note and the mezzanine loan note(s) Mezzanine Loan note shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan Mortgage Loan and a mezzanine loan(s). Mezzanine Loan, and (biv) The the note under the Mortgage Loan and the note under the Mezzanine Loan shall have the same term and amortization schedule as the Loan prior to the creation of the Mortgage Loan and the Mezzanine Loan. Mezzanine Borrower shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrowerMortgage Borrower. The security for the mezzanine loan(s) Mezzanine Loan shall be a pledge of one hundred percent (100%) of the Mezzanine Borrower's direct and indirect ownership interests in the mortgage borrower. (c) Mortgage Borrower. Mezzanine Borrower and Mortgage Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan Mortgage Loan and one or more mezzanine loans a Mezzanine Loan and shall execute and deliver such documents in compliance with this paragraph 62 as shall -77- reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution consolidation opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents. In the event Mortgage Borrower and/or Mezzanine Borrower fail to execute and deliver such documents and the transfer of the membership interest in to Lender within ten (10) Business Days following such request by Lender, Mortgage Borrower to the and/or Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and stead to make and execute all documents reasonably necessary to effexx xxch transactions, Mortgage Borrower and/or Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Deed of Trust, the Note and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 62 after expiration of ten thirty (1030) Business Days days after notice thereof.

Mezzanine Loan Option. Lender shall have the right at any time to divide the Loan into two or more parts (the “"Mezzanine Option”"): a “mortgage loan” loan (the "Mortgage Loan") and one or more “a mezzanine loans.” loan (the "Mezzanine Loan"). The principal amount of the mortgage loan Mortgage Loan plus the principal amount of the mezzanine loan(s) Mezzanine Loan shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan. In effectuating the foregoing, Mezzanine Lender will make one or more loans a loan to one or more entities that will be the direct or indirect equity owner(s) of Mezzanine Borrower (as described in Section 18.34(b) (collectively, the “Mezzanine Borrower”hereinafter defined). The ; Mezzanine Borrower will contribute the amount of the mezzanine loan(s) Mezzanine Loan to Borrower (in its capacity as borrower Borrower under the mortgage loanMortgage Loan, “mortgage borrower”"Mortgage Borrower") and the mortgage borrower Mortgage Borrower will apply the contribution to pay down the Loan to the mortgage loan its Mortgage Loan amount. The mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan will be on the same terms and subject to the same conditions set forth in this Agreement, the Note, the Mortgage and the other Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s standard mezzanine loan documents.: (a) Lender (in its capacity as the lender under the Mortgage Loan, the "Mortgage Lender") shall have the right to establish different interest rates and debt service payments for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan and to require the payment of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall equal the amount of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan, (ii) the weighted average interest rate of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan a Mortgage Loan and mezzanine loan(s) a Mezzanine Loan and (iii) the debt service payments on the mortgage loan Mortgage Loan note and the mezzanine loan note(s) Mezzanine Loan note shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan Mortgage Loan and a mezzanine loan(s)Mezzanine Loan. (b) The borrower under the Mezzanine Borrower Loan ("Mezzanine Borrower") shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrowerMortgage Borrower. The security for the mezzanine loan(s) Mezzanine Loan shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrowerMortgage Borrower. (c) Mezzanine Borrower and Mortgage Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan Mortgage Loan and one or more mezzanine loans a Mezzanine Loan and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy a Nonconsolidation Opinion and the modification of organizational documents and loan documents. In the event Mortgage Borrower and/or Mezzanine Borrower fail to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Mortgage Borrower and/or Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and stead to make and execute all documents necessary or desirable xx xffect such transactions, Mortgage Borrower and/or Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. Lender shall pay all costs and expenses in connection with the creation of the Mortgage Loan and the transfer of the membership interest in Borrower to the Mezzanine BorrowerLoan and all requirements relating thereto. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower or Mezzanine Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 10.23 after expiration of ten (10) Business Days after notice thereof.

Mezzanine Loan Option. (a) Lender shall have the right at any time to divide the Loan into two or more parts (the “Mezzanine Option”): a “mortgage loan” and one or more “mezzanine loans.” The principal amount of the mortgage loan plus the principal amount of the mezzanine loan(s) shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan and the mezzanine loan(s). In effectuating the foregoing, Lender will make one or more loans to one or more entities that will be the direct or indirect equity owner(s) of Borrower as described in Section 18.34(b18.35(b) (collectively, the “Mezzanine Borrower”). The Mezzanine Borrower will contribute the amount of the mezzanine loan(s) to Borrower (in its capacity as borrower under the mortgage loan, “mortgage borrower”) and the mortgage borrower will apply the contribution to pay down the Loan to the mortgage loan amount. The mortgage loan and the mezzanine loan(s) will be on the same terms and subject to the same conditions set forth in the Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s standard mezzanine loan documents as reasonably negotiated by the parties to such mezzanine loan documents. (ab) Lender shall have the right to establish different interest rates and debt service payments for the mortgage loan and the mezzanine loan(s) and to require the payment of the mortgage loan and the mezzanine loan(s) in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan and the mezzanine loan(s) shall equal the amount of the Loan immediately prior to the creation of the mortgage loan and the mezzanine loan(s), (ii) the weighted average interest rate of the mortgage loan and the mezzanine loan(s) shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan and mezzanine loan(s) and (iii) the debt service payments on the mortgage loan note and the mezzanine loan note(s) shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan and a mezzanine loan(s). (bc) The Mezzanine Borrower shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrower. The security for the mezzanine loan(s) shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrower. (cd) Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan and one or more mezzanine loans and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution opinions (which opinions may include qualifications and assumptions consistent with those set forth in any opinions delivered on the Closing Date) and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents and the transfer of the membership interest in Borrower to the Mezzanine Borrower. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 18.35 after expiration of ten fifteen (1015) Business Days notice thereof.

Mezzanine Loan Option. Lender shall have the right at any time to divide the Loan into two or more parts (the “"Mezzanine Option”"): a “mortgage loan” loan (the "Mortgage Loan") and one or more “a mezzanine loans.” loan (the "Mezzanine Loan"). The principal amount of the mortgage loan Mortgage Loan plus the principal amount of the mezzanine loan(s) Mezzanine Loan shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan. In effectuating the foregoing, Mezzanine Lender will make one or more loans a loan to one or more entities that will be the direct or indirect equity owner(s) of Mezzanine Borrower (as described in Section 18.34(b) (collectively, the “Mezzanine Borrower”hereinafter defined). The ; Mezzanine Borrower will contribute the amount of the mezzanine loan(s) Mezzanine Loan to Borrower (in its capacity as borrower Borrower under the mortgage loanMortgage Loan, “mortgage borrower”"Mortgage Borrower") and the mortgage borrower Mortgage Borrower will apply the contribution to pay down the Loan to the mortgage loan its Mortgage Loan amount; provided that such payment will be without premium or penalty (notwithstanding Section 2.3.1(a)) and will be made on a Payment Date unless Lender waives any Breakage Costs or other costs. The mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan will be on the same terms and subject to the same conditions set forth in this Agreement, the Note, the Mortgage and the other Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s standard mezzanine loan documents.: (a) Lender (in its capacity as the lender under the Mortgage Loan, the "Mortgage Lender") shall have the right to establish different interest rates and debt service payments for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan and to require the payment of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall equal the amount of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan, (ii) the weighted average interest rate of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan a Mortgage Loan and mezzanine loan(s) a Mezzanine Loan and (iii) the debt service payments on the mortgage loan Mortgage Loan note and the mezzanine loan note(s) Mezzanine Loan note shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan Mortgage Loan and a mezzanine loan(s)Mezzanine Loan. (b) The borrower under the Mezzanine Borrower Loan ("Mezzanine Borrower") shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrowerMortgage Borrower. The security for the mezzanine loan(s) Mezzanine Loan shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrowerMortgage Borrower. (c) Mezzanine Borrower shall and Mortgage Borrower shall, at Lender's cost and expenses, cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan Mortgage Loan and one or more mezzanine loans a Mezzanine Loan and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution consolidation opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy and the modification of organizational documents and loan documents documents. Lender shall pay all costs and expenses in connection with the creation of the Mortgage Loan and the transfer of the membership interest in Borrower to the Mezzanine Loan and all requirements relating thereto (including Borrower's reasonable attorneys fees). It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower or Mezzanine Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 10.23 after expiration of ten (10) Business Days after notice thereof.

Mezzanine Loan Option. Lender shall have the right at any time to divide the Loan into two or more parts (the “"Mezzanine Option”"): a “mortgage loan” loan (the "Mortgage Loan") and one or more “a mezzanine loans.” loan (the "Mezzanine Loan"). The principal amount of the mortgage loan Mortgage Loan plus the principal amount of the mezzanine loan(s) Mezzanine Loan shall equal the outstanding principal balance of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan. In effectuating the foregoing, Mezzanine Lender will make one or more loans a loan to one or more entities that will be the direct or indirect equity owner(s) of Mezzanine Borrower (as described in Section 18.34(b) (collectively, the “Mezzanine Borrower”hereinafter defined). The ; Mezzanine Borrower will contribute the amount of the mezzanine loan(s) Mezzanine Loan to Borrower (in its capacity as borrower Borrower under the mortgage loanMortgage Loan, “mortgage borrower”"Mortgage Borrower") and the mortgage borrower Mortgage Borrower will apply the contribution to pay down the Loan to the mortgage loan its Mortgage Loan amount. The mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan will be on the same terms and subject to the same conditions set forth in this Agreement, the Note, the Mortgage and the other Loan Documents except as follows. The mezzanine loan(s) shall be made pursuant to Lender’s standard mezzanine loan documents.: (a) Lender (in its capacity as the lender under the Mortgage Loan, the "Mortgage Lender") shall have the right to establish different interest rates and debt service payments for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan and to require the payment of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall equal the amount of the Loan immediately prior to the creation of the mortgage loan Mortgage Loan and the mezzanine loan(s)Mezzanine Loan, (ii) the weighted average interest rate of the mortgage loan Mortgage Loan and the mezzanine loan(s) Mezzanine Loan shall on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the mortgage loan a Mortgage Loan and mezzanine loan(s) a Mezzanine Loan and (iii) the debt service payments on the mortgage loan Mortgage Loan note and the mezzanine loan note(s) Mezzanine Loan note shall on the date created equal the debt service payment which was due under the Loan immediately prior to creation of a mortgage loan Mortgage Loan and a mezzanine loan(s)Mezzanine Loan. (b) The borrower under the Mezzanine Borrower Loan ("Mezzanine Borrower") shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of the mortgage borrowerMortgage Borrower. The security for the mezzanine loan(s) Mezzanine Loan shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in the mortgage borrowerMortgage Borrower. (c) Mezzanine Borrower and Mortgage Borrower shall cooperate with all reasonable requests of Lender in order to convert the Loan into a mortgage loan Mortgage Loan and one or more mezzanine loans a Mezzanine Loan and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation, enforceability, authorization and execution opinions and an “Eagle 9” or “UCC plus” (or equivalent) UCC insurance policy a Nonconsolidation Opinion and the modification of organizational documents and loan documents. In the event Mortgage Borrower and/or Mezzanine Borrower fail to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Mortgage Borrower and/or Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and stead to make and execute all documents necessary or desirable xx xffect such transactions, Mortgage Borrower and/or Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. Lender shall pay all costs and expenses in connection with the creation of the Mortgage Loan and the transfer of the membership interest Mezzanine Loan and all requirements relating thereto. Borrower shall not be obligated to incur any material costs in Borrower to the Mezzanine connection with this Section 10.23, other than Borrower's counsel's legal fees. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower or Mezzanine Borrower fails to comply with any of the terms, covenants or conditions of this Section 18.34 10.23 after expiration of ten (10) Business Days after notice thereof.