Common use of Mezzanine Loan Clause in Contracts

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Mezzanine Lender shall have funded Mezzanine Lender’s Percentage of such Future Advance; provided, however, if Mezzanine Lender shall have failed to fund Mezzanine Lender’s Percentage of any Future Advance, and Mezzanine Borrower has satisfied all conditions precedent to such Future Advance under the right Mezzanine Loan Agreement, such that Mezzanine Lender has become a “Defaulting Lender” (as defined in the “Mezzanine Option”Loan Agreement) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine LoanFunding Failure”). In effectuating , Borrower shall be permitted to “fund” Mezzanine Lender’s Percentage of any such Future Advance (i.e., Borrower shall provide to Administrative Agent evidence acceptable to Administrative Agent that it has sufficient funds on deposit to be allocated to the foregoingApproved Costs which were to be paid by Mezzanine Lender’s Percentage of such Future Advance) provided that (x) no Event of Default is continuing, (y) Mezzanine Borrower is actively pursuing its remedies against such Defaulting Lender (as defined in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”Loan Agreement) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all in accordance with the terms of the legalMezzanine Loan Agreement, beneficial including, without limitation, Section 7.1 thereof and economic interests in (z) Borrower (each individuallydelivers to Administrative Agent, for the benefit of Lenders, a “Letter of Credit in the face amount of the remaining Future Funding Amount (as defined in the Mezzanine Borrower”Loan Agreement) or deposits with Administrative Agent cash in the amount of the related remaining Future Funding Amount (as defined in the Mezzanine Loan; Loan Agreement) (any such collateral, the “Funding Collateral”). If Borrower elects to deliver to Administrative Agent, for the benefit of Lenders, a Letter of Credit pursuant to this subclause, then the Letter of Credit provisions set forth in Schedule VIII shall be applicable. Following any Mezzanine Funding Failure, if each of clause (x), (y) and (z) above has been satisfied by Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; , and Mortgage Borrower has not funded Mezzanine Lender’s Percentage of such Future Advance by the date that is two (2) Business Days after the date Mezzanine Lender was required to fund, then Administrative Agent may draw upon the Funding Collateral in an amount equal to Mezzanine Lender’s Percentage of such Future Advance and shall release the same to Borrower (to be applied by Borrower and/or Mezzanine Borrower in accordance with its Requisition). If Borrower or Mezzanine Lender funds Mezzanine Lender’s Percentage of any Future Advance (to be applied by Borrower and/or Mezzanine Borrower in accordance with its Requisition), so long as no Event of Default is continuing, Administrative Agent will apply the contribution to pay down the Loan to the release a corresponding amount of the Mortgage Loan. In connection with the Mezzanine Option: Funding Collateral to Borrower (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority be used by Borrower as may be designated determined by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine LoansBorrower). (b) Each Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other (a) Lender and Borrowers have contemporaneously with the negotiation of the Loan Document (including Lender’s rights under Section 9.1 Documents also negotiated a complete set of all of the material mezzanine loan documents, true, correct and Section 11.29 hereof), Lender shall have the right complete copies of which are attached as Exhibits 1-12 hereto (the “Proposed Mezzanine OptionLoan Documents”) at any time). The Proposed Mezzanine Loan Documents have been negotiated in anticipation of Lender, in its sole and absolute discretionsubsequent to the Closing Date, to divide splitting off a portion of the Loan into two parts: to create, and enter into, a mortgage mezzanine loan (the “Mortgage Anticipated Mezzanine Loan”), which Anticipated Mezzanine Loan: (i) shall be on substantially the same terms as the Loan (to the extent applicable to a mezzanine loan) as embodied in this Agreement and one the other Loan Documents (to the extent applicable to a mezzanine loan), except that, without limitation, the non-default interest rate applicable to such Anticipated Mezzanine Loan may be greater than the Interest Rate, so long as the weighted non-default interest rate of the Loan and such Anticipated Mezzanine Loan shall, at the time of the creation of such Anticipated Mezzanine Loan, equal the Interest Rate; (ii) shall have a maturity date of not earlier than the Maturity Date for the Loan; and (iii) shall be made utilizing the Proposed Mezzanine Loan Documents, together with such other ancillary documents and deliveries as are customary or more mezzanine loans (each individuallynecessary in Lender’s reasonable judgment and, a to the extent applicable, are either in substantially the same form as were executed and delivered in connection with the Loan or are otherwise reasonably acceptable to Mezzanine Borrowers. From and after the consummation, if ever, of the Anticipated Mezzanine Loan, such Anticipated Mezzanine Loan shall thereafter be referred to herein and in the other Loan Documents as the “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under In connection with the criteria established by the Rating Agencies negotiation and shall own directly one hundred percent (100%) consummation of the legalAnticipated Mezzanine Loan, beneficial Borrowers and economic interests Operating Partnership shall, and Operating Partnership shall cause Mezzanine Borrowers to, cooperate with all reasonable requests of Lender in Mortgage Borrower order to create the Anticipated Mezzanine Loan, including (i) negotiating, executing and delivering loan documents in form and substance identical to the Proposed Mezzanine Loan Documents, and to the extent additional documentation is required, in a form substantially similar to the parallel Loan Document, containing representations, warranties and covenants substantially identical to those set forth in the Loan Documents or its immediately senior otherwise reasonably acceptable to Mezzanine BorrowerBorrowers, and (ii) causing Mezzanine Borrowers’ counsel to deliver such legal opinions as Lender shall reasonably request, all in form and substance substantially identical to those provided in connection with the Loan or otherwise reasonably acceptable to Mezzanine Borrowers. (c) Borrowers and Operating Partnership shall expeditiously and in good faith negotiate, execute and/or deliver, or Operating Partnership shall cause Mezzanine Borrowers to negotiate, execute and/or deliver, any material agreement, document, title insurance coverage, opinion letter or other item contemplated by this Section 9.7.1 or otherwise reasonably requested by Lender in connection with the consummation of the Anticipated Mezzanine Loan. (d) Until such time, if ever, as applicable. The security for any the Anticipated Mezzanine Loan shall include be consummated, (i) all references in this Agreement (other than the references made in this Section 9.7.1) and the other Loan Documents to the Mezzanine Loan, the Mezzanine Borrowers, the Mezzanine Lender, the Mezzanine Loan Documents, the Intercreditor Agreement or any other terms related to any thereof, including the Mezzanine Cash Management Account, Mezzanine Debt, a pledge by Mezzanine Default, a Mezzanine Event of Default, the related Mezzanine Borrower Loan Agreement, the Mezzanine Loan Documents, the Mezzanine Loan Outstanding Principal Balance, the Mezzanine Principal, and/or the Mezzanine Reserve Funds shall be deemed removed herefrom and therefrom and this Agreement and the other Loan Documents shall be interpreted as though such references do not exist herein or therein, (ii) Article 11 of one hundred percent this Agreement shall be deemed omitted herefrom, (100%iii) any distributions or payments that are payable to Borrowers upon the condition that the Mezzanine Loan has been repaid in full, shall be paid to Borrowers, (iv) the calculations of the direct ownership interests Debt Service Coverage Ratio, the Underwritten Garage Debt Service Coverage Ratio, and the Underwritten Tower Debt Service Coverage Ratio shall assume no debt service is payable on account of the Mezzanine Loan, and (v) the application of payments of principal under Section 2.4.5 shall be made in Mortgage Borrower the same fashion as if the Mezzanine Loan and the Mezzanine Debt had been paid in full, it being expressly acknowledged and agreed by Borrowers, however, that at all times from and after the Closing Date, whether or its immediately senior not an Anticipated Mezzanine BorrowerLoan has been consummated, the provisions of Section 5.2.10(d)(C) hereof and Sections 5.2.10(h)(i) and (ii) hereof with respect to Mezzanine Borrowers shall continue to apply. (e) Upon the consummation of the Anticipated Mezzanine Loan, this Agreement shall be amended to eliminate this Section 9.7.1 and the definitions set forth herein and, where appropriate, to (i) insert the appropriate amount of the Loan and the Mezzanine Loan, (ii) insert appropriate dates for the Mezzanine Loan Documents, (iii) insert appropriate numeric values for the calculations of the Debt Service Coverage Ratio, the Underwritten Garage Debt Service Coverage Ratio, and the Underwritten Tower Debt Service Coverage Ratio, (iv) insert revised definitions of the Mezzanine Loan and the Intercreditor Agreement, making reference to the actual date of execution, and (v) make such other changes as applicableare appropriate and consistent with the consummated Mezzanine Loan. (f) Borrowers acknowledge that, upon consummation, Lender intends to sell the Mezzanine Loan, which sale may occur coincident with the closing of the Mezzanine Loan or at some time thereafter. In connection with any such sale of the Mezzanine Loan, Borrowers and Operating Partnership agree that they shall, and Operating Partnership shall cause Mezzanine Borrowers to, cooperate with all reasonable requests of the purchaser, including agreeing to such amendments to the Mezzanine Loan Documents as such purchaser shall request, so long as such amendments do not increase in more than a de minimis amount the obligations of Mezzanine Borrowers under the Mezzanine Loan Documents or reduce in more than a de minimis amount the rights of Mezzanine Borrowers under the Mezzanine Loan Documents. Notwithstanding the foregoing, neither Borrowers nor Mezzanine Borrowers shall have any obligation to agree to any amendment to the Mezzanine Loan Documents that materially changes the economic obligations of the Mezzanine Borrowers under the Mezzanine Loan Documents from those existing before any such amendment. (g) Borrowers’ and Operating Partnership’s failure, within ten (10) Business Days after Lender’s written request, to execute and/or deliver, or Operating Partnership’s failure to cause Mezzanine Borrowers to execute and/or deliver, the Proposed Mezzanine Loan Documents and/or any other agreement, document, opinion, letter or other item contemplated by this Section 9.7.1 or otherwise reasonably requested by Lender in connection with the consummation of an Anticipated Mezzanine Loan, shall constitute an Event of Default hereunder.

Mezzanine Loan. Without (a) Subject to the terms of this Agreement, Seller agrees that at the Closing, Seller or another wholly owned subsidiary of the Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N.A. shall provide to Purchaser a $47,000,000 mezzanine loan secured by a pledge of all of the ownership interests of KBSII REIT Acquisition II, LLC (“Mezzanine Borrower”) in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right Purchaser (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating The Mezzanine Loan shall be evidenced by the foregoing, Lender documents and instruments attached hereto as Exhibit S as well as appropriate UCC financing statements (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Loan Documents”). The Mezzanine Loan shall be subordinate to a first mortgage loan (the “First Mortgage Loan”) made by New York Life Insurance Company or another institutional lender reasonably approved by Seller (the “First Mortgage Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan). In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate The principal amount of the First Mortgage Loan shall not exceed $94,000,000, and the interest rate payable (other than during default) under the First Mortgage Loan Documents shall not exceed six and 50/100 percent (6.5%) per annum. Purchaser and Seller hereby approve the terms and conditions of the Mezzanine Loan Documents. The terms and provisions of the First Mortgage Loan shall be the same or more favorable to the First Mortgage Lender as the terms and provisions contained in the loan documents attached to the email from L. Xxxxx Xxxxxxx to Xxxxx Xxxxxxxxx, time stamped 5:07 p.m. (EST) on July 23, 2008, as amended by the comments of L. Xxxxx Xxxxxxx in the email from L. Xxxxx Xxxxxxx to Xxxxx X. Xxxxxx, Xxxxxxx Xxxx, Xxxx Xxxxx and Xxx Xxxxxxxxxx, time stamped 5:11 p.m. (EST) on July 27, 2008 (“Requested Changes”), to the extent that such comments shall be acceptable to the First Mortgage Lender (the “First Mortgage Loan Documents”). The Mezzanine Loan Documents shall be modified in a manner consistent with the Requested Changes to the extent the Requested Changes are acceptable to the First Mortgage Lender. Notwithstanding anything to the contrary contained herein, after receipt of the First Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation Closing, the maturity date of the Mezzanine Loan will be consistent with the date set forth in the First Mortgage Loan and Documents that the Borrower is obligated to cause the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loansbe paid in full. (b) Each Seller’s obligation to make the Mezzanine Loan to Purchaser is contingent upon the following: (i) Seller’s receipt at Closing of the documents, instruments and deliveries set forth on Exhibit T attached hereto and made a part hereof (the “Mezzanine Loan Deliveries”); (ii) To the extent that Purchaser receives the First Mortgage Loan, Seller’s receipt at Closing of an Intercreditor Agreement (the “Intercreditor Agreement”), executed by the First Mortgage Lender, in the form of Exhibit U attached hereto; (iii) Payment by Purchaser of the actual premium for a UCC policy (the “UCC Policy”) to be issued by Fidelity National Title Insurance Company (“Fidelity”) in favor of Seller or an Affiliate of Seller in an amount equal to the Mezzanine Loan; (iv) Delivery by Purchaser and/or Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legaldocuments and instruments reasonably required by Fidelity to issue the UCC Policy (the “UCC Documents”). Notwithstanding the foregoing, beneficial and economic interests if Fidelity does not issue the UCC Policy because of a deficiency in Mortgage Borrower the UCC Documents, Purchaser may satisfy the foregoing condition by causing another nationally recognized title company to issue the UCC Policy based on the same UCC Documents provided to Fidelity; (v) Purchaser’s acquisition of a mezzanine endorsement to the Owner’s Policy in the form attached hereto as Exhibit V, or its immediately senior Seller’s receipt of an assignment of title insurance proceeds, properly executed by Purchaser, Mezzanine Borrower, as applicableand Title Company. (c) Notwithstanding anything to the contrary contained in this Agreement, Purchaser acknowledges and agrees that Purchaser’s obligation to purchase the Property is not conditioned upon Purchaser’s receipt of any financing other than the Mezzanine Loan (including, without limitation, the First Mortgage Loan). The security for any Purchaser’s failure to obtain a first mortgage loan or failure to satisfy the conditions to obtain the Mezzanine Loan shall include not be construed as giving Purchaser the right to terminate this Agreement. Purchaser acknowledges and agrees that Purchaser’s obligation to purchase the property is absolute and unconditional, subject only to the express termination rights set forth in Sections 4.1.1, 4.3, 4.4, 5.1(q), Article 6 and Section 9.1 of this Agreement. (d) Subject to the provisions of Section 4.7(b) herein, at Closing Purchaser shall be entitled to a pledge by credit against the related Mezzanine Borrower of one hundred percent (100%) Purchase Price in an amount equal to the principal amount of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableLoan.

Mezzanine Loan. Without Notwithstanding anything to the contrary contained herein or in any way limiting other Loan Document, on or after January 1, 2007, Mezzanine Borrower shall be permitted to incur the Mezzanine Loan provided the following conditions are satisfied: (i) Lender receives written notice from Borrower that Mezzanine Borrower intends to incur the Mezzanine Loan at least thirty (30) days prior to the closing of such Mezzanine Loan. (ii) No Event of Default has occurred and is continuing on the date Lender receives notice of such Mezzanine Loan and on the date that Mezzanine Lender makes the Mezzanine Loan to Mezzanine Borrower. (iii) The principal amount of the Mezzanine Loan shall not exceed Ten Million Dollars ($10,000,000), and the full amount of the proceeds from the Mezzanine Loan shall be used solely to improve the Property. (iv) Mezzanine Lender that makes the Mezzanine Loan shall be a Qualified Mezzanine Lender. (v) The Debt Service Coverage Ratio, calculated as of the last day of the month immediately preceding the date of the closing of the Mezzanine Loan, will not be less than 1.25:1.00 (which calculation shall include the prospective debt service on the Mezzanine Loan). (vi) The loan-to-value ratio, the numerator of which is the sum of (A) the outstanding principal amount of the Loan and (B) the principal amount of the Mezzanine Loan, and the denominator of which is equal to the then current appraised value of the Property (based on an updated appraisal obtained by Borrower at Borrower’s other rights sole cost and expense and reasonably acceptable to Lender), shall be no greater than eighty percent (80%). (vii) The Mezzanine Loan shall be subject to the approval of Lender, not to be unreasonably withheld, or, if all or any portion of the Loan has been included in a Securitization, Borrower shall have delivered to Lender a Rating Agency Confirmation with respect to the Mezzanine Loan. (viii) The collateral for the Mezzanine Loan shall include only pledges of the equity interests in Borrower, any accounts established under this Agreement a separate mezzanine cash management arrangement (which shall not include the Accounts, and shall not include any portion of the Property or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereofcollateral securing the Loan), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine guaranties (other than from Borrower). (ix) The Mezzanine Loan shall be subordinate in all respects to the Loan. (x) The Mezzanine Loan shall not be cross-defaulted or cross-collateralized with any other properties or loans (each individually, a “other than the Loan). (xi) Mezzanine Lender shall enter into an intercreditor agreement with Lender in form and substance reasonably acceptable to Lender and meeting then current Rating Agency criteria. (xii) The Mezzanine Loan shall be coterminous with the Loan”). In effectuating the foregoing, Lender . (in its capacity as the lender under xiii) If the Mezzanine LoansLoan bears interest at a variable rate, “the Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all Borrower shall have obtained and shall maintain during the term of the legal, beneficial and economic interests in Borrower (each individually, Loan an interest rate cap from a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan counterparty reasonably acceptable to Lender and the proceeds of any junior Mezzanine Loan contributed to Rating Agencies with a fixed strike price and an interest rate spread such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrowerthat the blended, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of (A) the Mortgage aggregate of such strike price and such spread and (B) the Interest Rate is no greater than eight and a half percent (8.50%) per annum. (xiv) If the Mezzanine Loan bears interest at a fixed rate, the blended, weighted average interest rate of (A) such fixed rate and (B) the Interest Rate shall be no greater than eight and a half percent (8.50%) per annum. (xv) Interest shall be due and payable monthly in the same manner as the Loan and, if the Mezzanine Loan is a variable rate loan, such spread shall not be subject to adjustment, or, if the Mezzanine Loan is a fixed rate loan, such interest rate shall not be subject to adjustment. (xvi) Mezzanine Borrower satisfies such other conditions as are customary in connection with mezzanine loans and delivers such other documents, agreements, certificates and legal opinions (including but not limited to a revised Insolvency Opinion which shall be in form, scope and substance reasonably acceptable in all respects to Lender and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable Rating Agencies) as Lender shall reasonably request; (xvii) Borrower shall execute any amendments to the Loan immediately prior Documents that Lender shall reasonably require in order to creation of evidence the Mortgage Mezzanine Loan and the Mezzanine Loans any opinions that Lender shall reasonably require in connection with such amendments, including, without limitation, applicable due execution and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loansenforceability opinions. (bxviii) Each Mezzanine Borrower and any other pledgors, if any, of interests in Borrower, shall be structured into the organizational structure of Borrower in a manner such as not to adversely affect the bankruptcy remote nature of Borrower and shall comply with Rating Agency criteria, and all organizational documents of Borrower shall be a single purpose, bankruptcy remote entity under revised to the criteria established reasonable satisfaction of Lender. (xix) All reasonable costs and expenses (including reasonable attorneys’ fees and any fees charged by the Rating Agencies and any servicers) incurred by Lender in connection with this Section 2.6 shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine be paid by Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable.

Mezzanine Loan. Without Notwithstanding anything to the contrary contained herein or in any way limiting other Loan Document, on or after February 11, 2008, Mezzanine Borrower shall be permitted to incur the Mezzanine Loan provided the following conditions are satisfied: (i) Lender receives written notice from Borrower that Mezzanine Borrower intends to incur the Mezzanine Loan at least thirty (30) days prior to the closing of such Mezzanine Loan. (ii) No Event of Default has occurred and is continuing on the date Lender receives notice of such Mezzanine Loan and on the date that Mezzanine Lender makes the Mezzanine Loan to Mezzanine Borrower. (iii) The principal amount of the Mezzanine Loan shall not exceed Ten Million Dollars ($10,000,000), and the full amount of the proceeds from the Mezzanine Loan shall be used solely to improve the Property. (iv) The Mezzanine Lender that makes the Mezzanine Loan shall be a Qualified Mezzanine Lender. (v) The Debt Service Coverage Ratio, calculated as of the last day of the month immediately preceding the date of the closing of the Mezzanine Loan, will not be less than 1.25:1.00 (which calculation shall include the prospective debt service on the Mezzanine Loan). (vi) The loan-to-value ratio, the numerator of which is the sum of (A) the outstanding principal amount of the Loan and (B) the principal amount of the Mezzanine Loan, and the denominator of which is equal to the then current appraised value of the Property (based on updated appraisal obtained by Borrower at Borrower’s other rights sole cost and expense and reasonably acceptable to Lender), shall be no greater than eighty percent (80%). (vii) The Mezzanine Loan shall be subject to the approval of the Lender, not to be unreasonably withheld, and, if all or any portion of the Loan has been included in a Securitization, Borrower shall have delivered to Lender a Rating Agency Confirmation with respect to the Mezzanine Loan. (viii) The collateral for the Mezzanine Loan shall include only pledges of the equity interests in Borrower, any accounts established under this Agreement a separate mezzanine cash management arrangement (which shall not include the Accounts, and shall not include any portion of the Property or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereofcollateral securing the Loan), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine guaranties (other than from Borrower). (ix) The Mezzanine Loan shall be subordinate in all respects to the Loan. (x) The Mezzanine Loan shall not be cross-defaulted or cross-collateralized with any other properties or loans (each individually, a “other than the Loan). (xi) Mezzanine Lender shall enter into an intercreditor agreement with Lender in form and substance reasonably acceptable to Lender and meeting then current Rating Agency criteria. (xii) The Mezzanine Loan shall be coterminous with the Loan”). In effectuating the foregoing, Lender . (in its capacity as the lender under xiii) If the Mezzanine LoansLoan bears interest at a variable rate, “the Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all Borrower shall have obtained and shall maintain during the term of the legal, beneficial and economic interests in Borrower (each individually, Loan an interest rate cap from a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan counterparty reasonably acceptable to Lender and the proceeds of any junior Mezzanine Loan contributed to Rating Agencies with a fixed strike price and an interest rate spread such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrowerthat the blended, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of (A) the Mortgage aggregate of such strike price and such spread and (B) the Interest Rate is no greater than eight and a quarter percent (8.25%) per annum. (xiv) If the Mezzanine Loan bears interest at a fixed rate, the blended, weighted average interest rate of (A) such fixed rate and (B) the Interest Rate shall be no greater than eight and a quarter percent (8.25%) per annum. (xv) Interest shall be due and payable monthly in the same manner as the Loan and, if the Mezzanine Loan is a variable rate loan, such spread shall not be subject to adjustment, or, if the Mezzanine Loan is a fixed rate loan, such interest rate shall not be subject to adjustment. (xvi) Mezzanine Borrower satisfies such other conditions as are customary in connection with mezzanine loans and delivers such other documents, agreements, certificates and legal opinions (including but not limited to a revised Insolvency Opinion which shall be in form, scope and substance reasonably acceptable in all respects to Lender and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable Rating Agencies) as Lender shall reasonably request; (xvii) Borrower shall execute any amendments to the Loan immediately prior Documents that Lender shall reasonably require in order to creation of evidence the Mortgage Mezzanine Loan and the Mezzanine Loans any opinions that Lender shall reasonably require in connection with such amendments, including, without limitation, applicable due execution and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loansenforceability opinions. (bxviii) Each the Mezzanine Borrower and any other pledgors, if any, of interests in Borrower, shall be structured into the organizational structure of Borrower in a manner such as not to adversely affect the bankruptcy remote nature of Borrower and shall comply with Rating Agency criteria, and all organizational documents of Borrower shall be a single purpose, bankruptcy remote entity under revised to the criteria established reasonable satisfaction of Lender. (xix) All reasonable costs and expenses (including reasonable attorneys’ fees and any fees charged by the Rating Agencies and any servicers) incurred by Lender in connection with this Section 2.6 shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine be paid by Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable.

Mezzanine Loan. Without Borrower and Lender agree that Lender may in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s addition to its rights under Section 9.1 and Section 11.29 hereof)10.1, Lender shall have the right (the “Mezzanine Option”) at any timetime and at Lender’s sole cost and expense, in its sole elect to reduce the mortgage debt on the Property and absolute discretion, to divide re-size the principal amount of the Loan into two parts: and allocate the reduced portion to a mortgage mezzanine loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”); provided that (a) the total loan amounts for the Loan and the Mezzanine Loan immediately after the effective date of such modification shall equal the outstanding principal amount of the Loan immediately prior to such modification, (b) the weighted average of the interest rates for the Loan and the Mezzanine Loan immediately after the effective date of such modification shall equal the interest rate of the original Note immediately prior to such modification, and (c) such election shall have no material adverse economic effect upon Borrower or Guarantor. In effectuating connection with the foregoing, Lender Borrower agrees, at Lender’s sole cost and expense, to (in its capacity as i) create a new Single-Purpose Entity which will become the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower borrower (each individually, a “Mezzanine Borrower”) in ), and cause the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior members in Mezzanine Borrower to Borrower enter into the documents deemed reasonably necessary by Lender to evidence the Mezzanine Loan, including, without limitation, a promissory note, a pledge and security agreement and a mezzanine loan agreement (collectively, the “Mezzanine Loan Documents”), which Mezzanine Loan Documents shall be subject to the review and approval of Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) not to be unreasonably withheld or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loansdelayed, (ii) cause Mezzanine Borrower to pledge to Lender the equity interests in the Borrower, (iii) execute and deliver such documents and other agreements reasonably required by Lender to modify the terms of the Loan Documents, including, without limitation, an amendment to the Note and the other Loan Documents, an endorsement to the Title Insurance Policy reflecting a change in the insured amount thereunder, legal opinions and other customary loan documentation, provided, that, cumulatively, the Mezzanine Loan Documents and the amendment to the Loan Documents and any other actions taken pursuant to this Section 10.5 will not (x) increase in any material respect the obligations, or decrease the rights, of Mezzanine Borrower and Borrower under the Loan Documents and the Mezzanine Loan Documents, other than to a de minimis extent or (y) change the economic or other material terms of the Loan (taken as a whole with the Mezzanine Loan); provided, however, that Borrower recognizes that, in the case of prepayments, the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loansmay increase. (b) Each Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. (c) Borrower, Mortgage Borrower and Mezzanine Borrowers shall cooperate with all reasonable requests of Lender in order to convert the Loan into the Mortgage Loan and the Mezzanine Loans and shall execute and deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the delivery of bankruptcy non-consolidation opinions and the modification of organizational documents and loan documents). Each of Borrower, Mortgage Borrower and Mezzanine Borrowers hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to convert the Loan as described in this Section 11.30, each of Borrower, Mortgage Borrower and Mezzanine Borrowers ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Lender shall pay all costs and expenses in connection with the creation of the Mortgage Loan and the Mezzanine Loans and all requirements relating thereto.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Additional Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Additional Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a an “Additional Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Additional Mezzanine Loans and to require the payment of the Mortgage Loan and the Additional Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Additional Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Additional Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Additional Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Additional Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Additional Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Additional Mezzanine Loans. (b) Each Additional Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Additional Mezzanine Borrower, as applicable. The security for any Additional Mezzanine Loan shall include a pledge by the related Additional Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Additional Mezzanine Borrower, as applicable. (c) Borrower, Mortgage Borrower and Additional Mezzanine Borrowers shall cooperate with all reasonable requests of Lender in order to convert the Loan into the Mortgage Loan and the Additional Mezzanine Loans and shall execute and deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance substantially similar to the Mezzanine Loan Documents and otherwise reasonably satisfactory to Lender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the delivery of bankruptcy non-consolidation opinions and the modification of organizational documents and loan documents). Each of Borrower, Mortgage Borrower and Additional Mezzanine Borrowers hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to convert the Loan as described in this Section 11.30, each of Borrower, Mortgage Borrower and Additional Mezzanine Borrowers ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (5) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Following the Closing Date, all reasonable out-of-pocket third party costs and expenses incurred by Borrower, Guarantor, Manager and their respective Affiliates in connection with the creation of the Additional Mezzanine Loan and all requirements relating thereto shall be paid by Borrower, provided, however, that Lender shall reimburse Borrower for any reasonable out-of-pocket costs and expenses actually incurred by Borrower, Guarantor, Manager and their respective Affiliates in connection with this Section 11.30 and/or Section 11.29 hereof in excess of Two-Hundred Fifty Thousand and 00/100 Dollars ($250,000.00).

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other (a) Lender and Borrowers have contemporaneously with the negotiation of the Loan Document (including Lender’s rights under Section 9.1 Documents also negotiated a complete set of all of the material mezzanine loan documents, true, correct and Section 11.29 hereof), Lender shall have the right complete copies of which are attached as Exhibits 1-12 hereto (the “Proposed Mezzanine OptionLoan Documents”) at any time). The Proposed Mezzanine Loan Documents have been negotiated in anticipation of Lender, in its sole and absolute discretionsubsequent to the Closing Date, to divide splitting off a portion of the Loan into two parts: to create, and enter into, a mortgage mezzanine loan (the “Mortgage Anticipated Mezzanine Loan”), which Anticipated Mezzanine Loan: (i) shall be on substantially the same terms as the Loan (to the extent applicable to a mezzanine loan) as embodied in this Agreement and one the other Loan Documents (to the extent applicable to a mezzanine loan), except that, without limitation, the non-default interest rate applicable to such Anticipated Mezzanine Loan may be greater than the Interest Rate, so long as the weighted non-default interest rate of the Loan and such Anticipated Mezzanine Loan shall, at the time of the creation of such Anticipated Mezzanine Loan, equal the Interest Rate; (ii) shall have a maturity date of not earlier than the Maturity Date for the Loan; and (iii) shall be made utilizing the Proposed Mezzanine Loan Documents, together with such other ancillary documents and deliveries as are customary or more mezzanine loans (each individuallynecessary in Lender's reasonable judgment and, a to the extent applicable, are either in substantially the same form as were executed and delivered in connection with the Loan or are otherwise reasonably acceptable to Mezzanine Borrowers. From and after the consummation, if ever, of the Anticipated Mezzanine Loan, such Anticipated Mezzanine Loan shall thereafter be referred to herein and in the other Loan Documents as the “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under In connection with the criteria established by the Rating Agencies negotiation and shall own directly one hundred percent (100%) consummation of the legalAnticipated Mezzanine Loan, beneficial Borrowers and economic interests Operating Partnership shall, and Operating Partnership shall cause Mezzanine Borrowers to, cooperate with all reasonable requests of Lender in Mortgage Borrower order to create the Anticipated Mezzanine Loan, including (i) negotiating, executing and delivering loan documents in form and substance identical to the Proposed Mezzanine Loan Documents, and to the extent additional documentation is required, in a form substantially similar to the parallel Loan Document, containing representations, warranties and covenants substantially identical to those set forth in the Loan Documents or its immediately senior otherwise reasonably acceptable to Mezzanine BorrowerBorrowers, and (ii) causing Mezzanine Borrowers’ counsel to deliver such legal opinions as Lender shall reasonably request, all in form and substance substantially identical to those provided in connection with the Loan or otherwise reasonably acceptable to Mezzanine Borrowers. (c) Borrowers and Operating Partnership shall expeditiously and in good faith negotiate, execute and/or deliver, or Operating Partnership shall cause Mezzanine Borrowers to negotiate, execute and/or deliver, any material agreement, document, title insurance coverage, opinion letter or other item contemplated by this Section 9.7.1 or otherwise reasonably requested by Lender in connection with the consummation of the Anticipated Mezzanine Loan. (d) Until such time, if ever, as applicable. The security for any the Anticipated Mezzanine Loan shall include be consummated, (i) all references in this Agreement (other than the references made in this Section 9.7.1) and the other Loan Documents to the Mezzanine Loan, the Mezzanine Borrowers, the Mezzanine Lender, the Mezzanine Loan Documents, the Intercreditor Agreement or any other terms related to any thereof, including the Mezzanine Cash Management Account, Mezzanine Debt, a pledge by Mezzanine Default, a Mezzanine Event of Default, the related Mezzanine Borrower Loan Agreement, the Mezzanine Loan Documents, the Mezzanine Loan Outstanding Principal Balance, the Mezzanine Principal, and/or the Mezzanine Reserve Funds shall be deemed removed herefrom and therefrom and this Agreement and the other Loan Documents shall be interpreted as though such references do not exist herein or therein, (ii) Article 11 of one hundred percent this Agreement shall be deemed omitted herefrom, (100%iii) any distributions or payments that are payable to Borrowers upon the condition that the Mezzanine Loan has been repaid in full, shall be paid to Borrowers, (iv) the calculations of the direct ownership interests Debt Service Coverage Ratio, the Underwritten Garage Debt Service Coverage Ratio, and the Underwritten Tower Debt Service Coverage Ratio shall assume no debt service is payable on account of the Mezzanine Loan, and (v) the application of payments of principal under Section 2.4.5 shall be made in Mortgage Borrower the same fashion as if the Mezzanine Loan and the Mezzanine Debt had been paid in full, it being expressly acknowledged and agreed by Borrowers, however, that at all times from and after the Closing Date, whether or its immediately senior not an Anticipated Mezzanine BorrowerLoan has been consummated, the provisions of Section 5.2.10(d)(C) hereof and Sections 5.2.10(h)(i) and (ii) hereof with respect to Mezzanine Borrowers shall continue to apply. (e) Upon the consummation of the Anticipated Mezzanine Loan, this Agreement shall be amended to eliminate this Section 9.7.1 and the definitions set forth herein and, where appropriate, to (i) insert the appropriate amount of the Loan and the Mezzanine Loan, (ii) insert appropriate dates for the Mezzanine Loan Documents, (iii) insert appropriate numeric values for the calculations of the Debt Service Coverage Ratio, the Underwritten Garage Debt Service Coverage Ratio, and the Underwritten Tower Debt Service Coverage Ratio, (iv) insert revised definitions of the Mezzanine Loan and the Intercreditor Agreement, making reference to the actual date of execution, and (v) make such other changes as applicableare appropriate and consistent with the consummated Mezzanine Loan. (f) Borrowers acknowledge that, upon consummation, Lender intends to sell the Mezzanine Loan, which sale may occur coincident with the closing of the Mezzanine Loan or at some time thereafter. In connection with any such sale of the Mezzanine Loan, Borrowers and Operating Partnership agree that they shall, and Operating Partnership shall cause Mezzanine Borrowers to, cooperate with all reasonable requests of the purchaser, including agreeing to such amendments to the Mezzanine Loan Documents as such purchaser shall request, so long as such amendments do not increase in more than a de minimis amount the obligations of Mezzanine Borrowers under the Mezzanine Loan Documents or reduce in more than a de minimis amount the rights of Mezzanine Borrowers under the Mezzanine Loan Documents. Notwithstanding the foregoing, neither Borrowers nor Mezzanine Borrowers shall have any obligation to agree to any amendment to the Mezzanine Loan Documents that materially changes the economic obligations of the Mezzanine Borrowers under the Mezzanine Loan Documents from those existing before any such amendment. (g) Borrowers’ and Operating Partnership’s failure, within ten (10) Business Days after Lender’s written request, to execute and/or deliver, or Operating Partnership’s failure to cause Mezzanine Borrowers to execute and/or deliver, the Proposed Mezzanine Loan Documents and/or any other agreement, document, opinion, letter or other item contemplated by this Section 9.7.1 or otherwise reasonably requested by Lender in connection with the consummation of an Anticipated Mezzanine Loan, shall constitute an Event of Default hereunder.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. (c) Borrower, Mortgage Borrower and Mezzanine Borrowers shall cooperate with all reasonable requests of Lender in order to convert the Loan into the Mortgage Loan and the Mezzanine Loans and shall execute and deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the delivery of bankruptcy non-consolidation opinions and the modification of organizational documents and loan documents). Each of Borrower, Mortgage Borrower and Mezzanine Borrowers hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to convert the Loan as described in this Section 11.30, each of Borrower, Mortgage Borrower and Mezzanine Borrowers ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower, Mortgage Borrower and Mezzanine Borrowers shall pay all costs and expenses in connection with the creation of the Mortgage Loan and the Mezzanine Loans and all requirements relating thereto but, excluding Borrower and Guarantor’s own attorney’s fees.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement Lender agrees to permit owner(s) of direct or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic indirect equity interests in Borrower (each individuallythe "MEZZANINE Borrower", provided however that in no event shall any entity required hereunder to be a “Special Purpose Bankruptcy Remote Entity be a Mezzanine Borrower”) in to obtain a mezzanine loan (the amount "MEZZANINE LOAN"), subject to satisfaction of the related following conditions (provided that no more than one Mezzanine Loan shall be permitted during the term of the Loan; each ): (a) no Event of Default shall exist; (b) the Mezzanine Loan may be secured by a pledge by Mezzanine Borrower will contribute of such Mezzanine Borrower's direct or indirect equity interest in Borrower, but not by the amount Property or any assets of its Mezzanine Loan and the proceeds Borrower or of any junior Mezzanine Loan contributed other entity required hereunder to such Mezzanine be a Single Purpose Bankruptcy Remote Entity, and neither Borrower by its immediately junior Mezzanine Borrower nor any other entity required hereunder to Borrower (Borrower, be a Special Purpose Bankruptcy Remote Entity shall in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In any way be obligated in connection with the Mezzanine Option:Loan (except for non-monetary obligations reasonably acceptable to Lender that are customary in connection with mezzanine loans involving securitized senior loans); (ac) if a Secondary Market Transaction has occurred, Borrower shall have obtained (and delivered to Lender) a Rating Comfort Letter with respect to the proposed Mezzanine Loan; (d) the Mezzanine Loan lender (the "MEZZANINE LENDER") shall be an Acceptable Mezzanine Lender; (e) the Mezzanine Lender shall, upon Lender's request, execute a subordination and standstill intercreditor agreement (the "INTERCREDITOR AGREEMENT") in form approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed so long as the Intercreditor Agreement is otherwise in conformance with Rating Agency approved forms for intercreditor agreements; (f) the Net Operating Income of the Property, as reasonably determined by Lender for the 12 month period then most recently ended, is sufficient to satisfy an aggregate projected debt service coverage ratio (based on the aggregate of the debt service on the Loan and the Mezzanine Loan) of at least 1.10:1.00; (g) Lender shall have approved (such approval not to be unreasonably withheld, conditioned or delayed) the right loan documents evidencing and securing the Mezzanine Loan; (h) the maturity of the Mezzanine Loan shall be no earlier than the Maturity Date; (i) the Property value, as determined by Lender based on a FIRREA appraisal dated not more than six (6) months prior to establish different interest rates the date of the Mezzanine Loan and debt service payments for otherwise reasonably acceptable to Lender, prepared, at Borrower's expense, on behalf of Lender by an appraiser reasonably approved by Lender which is a member of the Mortgage Appraisal Institute with substantial experience in appraising properties similar to the Property is sufficient to satisfy an aggregate loan-to-value ratio (based on the aggregate balances of the Loan and the Mezzanine Loans and Loan) not in excess of 80%; (j) Mezzanine Loan payments shall be made solely from excess Property cash flow distributed by the Borrower to require the its owners after payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled all debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service reserve payments under the Loan immediately and operating expenses for the Property or from other funds of Mezzanine Borrower; and (k) Borrower shall enter into such amendments or supplements to the Loan Documents as Lender may require in order to establish a hard lock box and cash management arrangement whereby Property cash flow is deposited and applied, through Lender-controlled accounts, first to debt service and reserves required under the Loan, then to fund operating expenses, prior to creation any distributions of excess Property cash flow to the Mortgage Loan and Borrower's owners for payments upon the Mezzanine Loans. (b) Each Mezzanine Loan. Borrower shall be a single purposepay or reimburse to Lender all Rating Agency fees and all reasonable costs and expenses incurred by Lender, bankruptcy remote entity under including fees and expenses of Lender's counsel, in connection with the criteria established by review and documentation concerning the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related regardless of whether such Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableLoan is closed.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement Lender agrees to permit owner(s) of direct or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic indirect equity interests in Borrower (each individuallythe "MEZZANINE BORROWER", provided however that in no event shall any entity required hereunder to be a “Single Purpose Bankruptcy Remote Entity be a Mezzanine Borrower”) in to obtain a mezzanine loan (the amount "MEZZANINE LOAN"), subject to satisfaction of the related following conditions (provided that no more than one Mezzanine Loan shall be permitted during the term of the Loan; each ): (a) no Event of Default shall exist; (b) the Mezzanine Loan may be secured by a pledge by Mezzanine Borrower will contribute of such Mezzanine Borrower's direct or indirect equity interest in Borrower, but not by the amount Property or any assets of its Mezzanine Loan and the proceeds Borrower or of any junior Mezzanine Loan contributed other entity required hereunder to such Mezzanine be a Single Purpose Bankruptcy Remote Entity, and neither Borrower by its immediately junior Mezzanine Borrower nor any other entity required hereunder to Borrower (Borrower, be a Single Purpose Bankruptcy Remote Entity shall in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In any way be obligated in connection with the Mezzanine Option:Loan (except for non-monetary obligations reasonably acceptable to Lender that are customary in connection with mezzanine loans involving securitized senior loans); (ac) if a Secondary Market Transaction has occurred, Borrower shall have obtained (and delivered to Lender) a Rating Comfort Letter with respect to the proposed Mezzanine Loan; (d) the Mezzanine Loan lender (the "MEZZANINE LENDER") shall be an Acceptable Mezzanine Lender; (e) the Mezzanine Lender shall, upon Lender's request, execute a subordination and standstill intercreditor agreement (the "INTERCREDITOR AGREEMENT") in form approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed so long as the Intercreditor Agreement is otherwise in conformance with Rating Agency approved forms for intercreditor agreements; (f) the Net Operating Income of the Property, as reasonably determined by Lender for the 12 month period then most recently ended, is sufficient to satisfy an aggregate projected debt service coverage ratio (based on the aggregate of the debt service on the Loan and the Mezzanine Loan) of at least 1.10:1.00; (g) Lender shall have approved (such approval not to be unreasonably withheld, conditioned or delayed) the right loan documents evidencing and securing the Mezzanine Loan; (h) the maturity of the Mezzanine Loan shall be no earlier than the Maturity Date; (i) the Property value, as determined by Lender based on a FIRREA appraisal dated not more than six (6) months prior to establish different interest rates the date of the Mezzanine Loan and debt service payments for otherwise reasonably acceptable to Lender, prepared, at Borrower's expense, on behalf of Lender by an appraiser reasonably approved by Lender which is a member of the Mortgage Appraisal Institute with substantial experience in appraising properties similar to the Property is sufficient to satisfy an aggregate loan-to-value ratio (based on the aggregate balances of the Loan and the Mezzanine Loans and Loan) not in excess of 80%; (j) Mezzanine Loan payments shall be made solely from excess Property cash flow distributed by the Borrower to require the its owners after payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled all debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service reserve payments under the Loan immediately and operating expenses for the Property or from other funds of Mezzanine Borrower; and (k) Borrower shall enter into such amendments or supplements to the Loan Documents as Lender may require in order to establish a hard lock box and cash management arrangement whereby Property cash flow is deposited and applied, through Lender-controlled accounts, first to debt service and reserves required under the Loan, then to fund operating expenses, prior to creation any distributions of excess Property cash flow to the Mortgage Loan and Borrower's owners for payments upon the Mezzanine Loans. (b) Each Mezzanine Loan. Borrower shall be a single purposepay or reimburse to Lender all Rating Agency fees and all reasonable costs and expenses incurred by Lender, bankruptcy remote entity under including fees and expenses of Lender's counsel, in connection with the criteria established by review and documentation concerning the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related regardless of whether such Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableLoan is closed.

Mezzanine Loan. Without Lender agrees to permit owner(s) of direct or indirect equity interests in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right Borrower (the “Mezzanine OptionBorrower”, provided however that in no event shall any entity required hereunder to be a Special Purpose Bankruptcy Remote Entity be a Mezzanine Borrower) at any time, in its sole and absolute discretion, to divide the Loan into two parts: obtain a mortgage mezzanine loan (the “Mortgage Mezzanine Loan”) the proceeds of which may be used solely to make a capital contribution to Borrower and in turn used by Borrower to pay Approved Leasing Expenses incurred with respect to Leases entered into after the date hereof, subject to satisfaction of the following conditions (provided that no more than one Mezzanine Loan shall be permitted during the term of the Loan): (a) no Event of Default shall exist; (b) the Mezzanine Loan may be secured by a pledge by Mezzanine Borrower of such Mezzanine Borrower’s direct or more indirect equity interest in Borrower, but not by the Property or any assets of Borrower or of any other entity required hereunder to be a Single Purpose Bankruptcy Remote Entity, and neither Borrower nor any other entity required hereunder to be a Special Purpose Bankruptcy Remote Entity shall in any way be obligated in connection with the Mezzanine Loan (except for non-monetary obligations reasonably acceptable to Lender that are customary in connection with mezzanine loans involving securitized senior loans); (each individuallyc) if a Secondary Market Transaction has occurred, Borrower shall have obtained (and delivered to Lender) a “Rating Comfort Letter with respect to the proposed Mezzanine Loan”). In effectuating the foregoing, Lender ; (in its capacity as the lender under d) the Mezzanine Loans, Loan lender (the “Mezzanine Lender”) will make one or more mezzanine loans to single purposeshall be an Acceptable Mezzanine Lender; (e) the Mezzanine Lender shall, bankruptcy remote entities that ownupon Lender’s request, directly or indirectly, all of execute a subordination and standstill intercreditor agreement (the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine BorrowerIntercreditor Agreement”) in form approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed so long as the amount Intercreditor Agreement is otherwise in conformance with Rating Agency approved forms for intercreditor agreements; (f) the Net Operating Income of the related Mezzanine Loan; each Mezzanine Borrower will contribute Property, as reasonably determined by Lender for the amount 12 month period then most recently ended, is sufficient to satisfy an aggregate projected Debt Service Coverage Ratio (based on the aggregate of its Mezzanine the Debt Service on the Loan and the proceeds Mezzanine Loan) of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option:at least 1.00:1.00; (ag) Lender shall have approved (such approval not to be unreasonably withheld, conditioned or delayed) the right loan documents evidencing and securing the Mezzanine Loan; (h) the maturity of the Mezzanine Loan shall be no earlier than the Maturity Date; (i) the Property value, as determined by Lender based on a FIRREA appraisal dated not more than six (6) months prior to establish different interest rates the date of the Mezzanine Loan and debt service payments for otherwise reasonably acceptable to Lender, prepared, at Borrower’s expense, on behalf of Lender by an appraiser reasonably approved by Lender which is a member of the Mortgage Appraisal Institute with substantial experience in appraising properties similar to the Property, is sufficient to satisfy an aggregate loan-to-value ratio (based on the aggregate balances of the Loan and the Mezzanine Loans and Loan) not in excess of 80%; (j) Mezzanine Loan payments shall be made solely from excess Property cash flow distributed by the Borrower to require the its owners after payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled all debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service reserve payments under the Loan immediately and operating expenses for the Property or from other funds of Mezzanine Borrower; and (k) Borrower shall enter into such amendments or supplements to the Loan Documents as Lender may require in order to establish a hard lock box and cash management arrangement whereby (or modify the existing arrangement so that) Property cash flow is deposited and applied, through Lender-controlled accounts, first to debt service and reserves required under the Loan, then to fund operating expenses, prior to creation any distributions of excess Property cash flow to the Mortgage Loan and Borrower’s owners for payments upon the Mezzanine Loans. (b) Each Mezzanine Loan. Borrower shall be a single purposepay or reimburse to Lender all Rating Agency fees and all reasonable costs and expenses incurred by Lender, bankruptcy remote entity under including fees and expenses of Lender’s counsel, in connection with the criteria established by review and documentation concerning the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related regardless of whether such Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableLoan is closed.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), a) Lender shall have the right option (the “Mezzanine Option”) at any time, in its sole and absolute discretion, time to divide the Loan into two parts: , a mortgage loan (the “Mortgage Loan”) and one or more a mezzanine loans (each individuallyloan, a “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation Xxxxxx’s exercise of the Mortgage Loan and the Mezzanine LoansOption, (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times (other than during the Mortgage continuance of an Event of Default or in connection with a mandatory prepayment pursuant to Section 2.4.2 hereof) equal the Interest Rate, except that Borrower acknowledges and agrees that the weighted average coupon between the Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation such mezzanine loan may change in connection with an Event of Default or a prepayment of the Mortgage Loan and Loan, including the Mezzanine Loans application of insurance proceeds or condemnation awards following a Casualty or Condemnation, and (iii) the scheduled debt service payments on the Mortgage Loan and Maturity Date shall not change. Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Loans shallOption in good faith and in a timely manner, on the date createdwhich such cooperation shall include, equal the scheduled debt service payments under but not be limited to, (i) executing such amendments to the Loan immediately prior to creation Documents and Borrower’s organizational documents as may be reasonably requested by Xxxxxx or requested by the Rating Agencies, (ii) creating one or more Single Purpose Entities (the “New Mezzanine Borrower”), which such New Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the Mortgage Loan equity ownership interests in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such New Mezzanine Borrower as may be designated by Lender, execute such agreements, instruments and other documents as may be required by Lender in connection with the Mezzanine Loansmezzanine loan (including, without limitation, a promissory note evidencing the mezzanine loan and a pledge and security agreement pledging the Equity Collateral to Lender as security for the mezzanine loan); and (iii) delivering such opinions, title endorsements, UCC title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be required by Lender or the Rating Agencies. (b) Each Mezzanine Borrower shall execute and deliver such documents as shall reasonably be a single purposerequired by Lender in connection with this Section 9.1.3, bankruptcy remote entity under the criteria established by all in form and substance reasonably satisfactory to Lender and the Rating Agencies within ten (10) Business Days following such request by Xxxxxx. (c) The costs and expenses incurred by Borrower in connection with the Mezzanine Option shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicablebe subject to Section 9.1.2 hereof.

Mezzanine Loan. Without Notwithstanding anything to the contrary set forth in any way limiting Lender’s other rights under this Agreement or any the other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof)Documents, Lender Borrower shall have a one-time right to cause Mezzanine Borrower to incur additional Indebtedness in the right form of a mezzanine loan after the Securitization of the whole Loan (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating , subject to the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, satisfaction of all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Optionfollowing conditions precedent: (a) no Event of Default shall then be continuing; (b) the principal amount of the Mezzanine Loan shall in no event be greater than an amount equal to the amount which shall yield (x) an Aggregate LTV Ratio of sixty-seven percent (67%), and (y) a Debt Service Coverage Ratio equal to the Closing Date Debt Service Coverage Ratio; (c) the collateral for the Mezzanine Loan shall include only pledges of the direct or indirect equity interests in Borrower (which shall not include the Cash Management Account and shall not include any portion of the Property); (d) the lender of the Mezzanine Loan shall be a Person who satisfies the Eligibility Requirements or such other Person approved by Lender (such approval not to be unreasonably withheld, conditioned or delayed); (e) the lender of the Mezzanine Loan shall enter into an intercreditor agreement reasonably acceptable to such lender and Lender; (f) Lender shall have received copies of such Mezzanine Loan Documents, together with such other certificates and legal opinions (including but not limited to an Additional Insolvency Opinion) as Lender shall reasonably request; (g) the right Mezzanine Borrower and any other pledgors of interests in Borrower shall be structured into the organizational structure of Borrower in a manner such as not to establish different interest rates and debt service payments adversely affect the bankruptcy remote nature of Borrower, which structure shall be consistent with all current Rating Agency criteria, all as determined in the reasonable opinion of Lender, provided, for the Mortgage avoidance of doubt, no Rating Agency Confirmation shall be required in connection with the incurrence of the Mezzanine Loan; (h) all organizational documents of Borrower and all Loan Documents shall be revised and/or amended to the reasonable satisfaction of Lender to reflect such changes as are necessary for the Mezzanine Loan, including, without limitation, that a Mezzanine Loan Event of Default shall be a Cash Trap Event hereunder; (i) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with such Mezzanine Loan; (j) at the option of Borrower and/or Mezzanine Borrower, any voluntary prepayments may be applied by the Mezzanine Borrower to the Mezzanine Loan until such Mezzanine Loan is paid in full in accordance with the Mezzanine Loan Documents without any obligation of Borrower to make a corresponding prepayment of the Loan; provided that the foregoing shall not apply to (i) prepayments made to achieve a DSCR Cure, which shall be made concurrently with a pro rata prepayment of the Loan (which portion of which prepayment applicable to the Loan shall be applied in accordance with Section 2.4.4 hereof) and the Mezzanine Loan and (ii) prepayments made from Excess Cash Flow Reserve Funds, which shall be made concurrently with a pro rata prepayment of the Loan under this Agreement and the Mezzanine Loan under the Mezzanine Loan Agreement; (k) provided no Event of Default is continuing, nothing herein or in any Lender Document shall prohibit Mezzanine Borrower from prepaying at a discount all or any portion of the Mezzanine Loan (including any participations thereof) (each a “Discounted Payoff”) pursuant to negotiated transactions with only the applicable Mezzanine Lender (or any participants thereof) which is accepting such Discounted Payoff consenting to such Discounted Payoff; (l) notwithstanding anything to the contrary contained in the Loan Documents, provided that the conditions contained in this Section 5.2.10 are met, Borrower shall be permitted to (and no notice to or consent of Lender shall be required) cause or permit an affiliate of Borrower to become (whether through assignment, contribution or other method) the direct or indirect owner of Borrower to serve as Mezzanine Borrower; (m) the Mezzanine Loan shall be co-terminus with the Loan; and (1) during a Cash Trap Period (and for so long as no Event of Default has occurred and is continuing), in the event that the Mezzanine Loan (or any portion thereof) is directly or indirectly or beneficially owned by any Person that is Borrower, Mezzanine Borrower or a Broad Affiliate of Borrower or Mezzanine Borrower (an “Affiliated Mezzanine Lender”), in no instance shall the Affiliated Mezzanine Lender be permitted to receive late charges, principal (other than the pro rata prepayment of the Mezzanine Loan upon the release of an Individual Property or prepayment of the Loan in accordance with the terms and conditions of this Agreement and the Mezzanine Loan Agreement) or interest at the Mezzanine Default Rate, even if a Mezzanine Loan Event of Default has occurred and is continuing and such Affiliated Mezzanine Lender shall only be permitted to receive interest at the non-Mezzanine Default Rate on a monthly basis, (2) during a Cash Trap Period (and for so long as no Event of Default has occurred and is continuing), for so long as the Mezzanine Loan in its entirety is not directly or indirectly or beneficially owned by an Affiliated Mezzanine Lender, Mezzanine Lender shall be permitted to receive on a monthly basis interest at the non-Mezzanine Default Rate and, if a Mezzanine Loan Event of Default has occurred and is continuing, funds sufficient to pay any other amounts then due under the Mezzanine Loan and the Mezzanine Loans and to require Loan Documents (other than the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate outstanding principal amount of the Mortgage Mezzanine Loan and on the maturity date of the Mezzanine Loans shall equal Loan whether on the Outstanding Principal Balance immediately prior scheduled date for such payment or earlier due to the creation an acceleration of the Mortgage Loan and the Mezzanine Loans, (iiLoan) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii3) after the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shallAnticipated Repayment Date, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each Mezzanine Borrower in no instance shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableLender be permitted to receive any payments whatsoever.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “New Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “New Mezzanine Borrower”) in the amount of the related New Mezzanine Loan; each New Mezzanine Borrower will contribute the amount of its New Mezzanine Loan and the proceeds of any junior New Mezzanine Loan contributed to such New Mezzanine Borrower by its immediately junior New Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior New Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the New Mezzanine Loans and to require the payment of the Mortgage Loan and the New Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the New Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the New Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the New Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the New Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the New Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the New Mezzanine Loans. (b) Each New Mezzanine Borrower shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior New Mezzanine Borrower, as applicable. The security for any New Mezzanine Loan shall include a pledge by the related New Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior New Mezzanine Borrower, as applicable. (c) Borrower and New Mezzanine Borrowers shall cooperate with all reasonable requests of Lender in order to convert the Loan into the Loan and the New Mezzanine Loans and shall execute and deliver, and cause to be executed and delivered, such documents as shall reasonably be required by Lender or any Rating Agency in connection therewith, all in form and substance substantially similar to the Loan Documents and otherwise reasonably satisfactory to Lender and, if applicable, satisfactory to such Rating Agency (including, without limitation, the delivery of bankruptcy non-consolidation opinions and the modification of organizational documents and loan documents). Each of Borrower and New Mezzanine Borrowers hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to convert the Loan as described in this Section 11.30, each of Borrower and New Mezzanine Borrowers ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (5) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Following the Closing Date, all reasonable out-of-pocket third party costs and expenses incurred by Borrower, Guarantor, Manager and their respective Affiliates in connection with the creation of the New Mezzanine Loan and all requirements relating thereto shall be paid by Lender.

Mezzanine Loan. Without Lender agrees to permit owner(s) of direct or indirect equity interests in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right Borrower (the “Mezzanine OptionBorrower”, provided however that in no event shall any entity required hereunder to be a Special Purpose Bankruptcy Remote Entity be a Mezzanine Borrower) at any time, in its sole and absolute discretion, to divide the Loan into two parts: obtain a mortgage mezzanine loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating , subject to satisfaction of the foregoing, Lender following conditions (in its capacity as provided that no more than one Mezzanine Loan shall be permitted during the lender under term of the Loan): (a) no Event of Default shall exist; (b) the Mezzanine LoansLoan may be secured by a pledge by Mezzanine Borrower of such Mezzanine Borrower’s direct or indirect equity interest in Borrower, but not by the Property or any assets of Borrower or of any other entity required hereunder to be a Special Purpose Bankruptcy Remote Entity, and neither Borrower nor any other entity required hereunder to be a Special Purpose Bankruptcy Remote Entity shall in any way be obligated in connection with the Mezzanine Loan (except for non-monetary obligations reasonably acceptable to Lender that are customary in connection with mezzanine loans involving securitized senior loans); (c) if a Secondary Market Transaction has occurred, Borrower shall have obtained (and delivered to Lender) a Rating Comfort Letter with respect to the proposed Mezzanine Loan; (d) the Mezzanine Loan lender (the “Mezzanine Lender”) will make one or more mezzanine loans to single purposeshall be an Acceptable Mezzanine Lender; (e) the Mezzanine Lender shall, bankruptcy remote entities that ownupon Lender’s request, directly or indirectly, all of execute a subordination and standstill intercreditor agreement (the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine BorrowerIntercreditor Agreement”) in form approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed so long as the amount Intercreditor Agreement is otherwise in conformance with Rating Agency approved forms for intercreditor agreements; (f) the Net Operating Income of the related Property, as reasonably determined by Lender for the 12 month period then most recently ended, is sufficient to satisfy an aggregate projected debt service coverage ratio (based on the aggregate of the debt service on the Loan (assuming a constant payment of principal and interest based upon a 30-year amortization schedule) and the Mezzanine Loan; each Mezzanine Borrower will contribute the amount ) of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option:at least 1.20:1.00; (ag) Lender shall have approved (such approval not to be unreasonably withheld, conditioned or delayed) the right loan documents evidencing and securing the Mezzanine Loan; (h) the maturity of the Mezzanine Loan shall be no earlier than the Maturity Date; (i) the Property value, as determined by Lender based on a FIRREA appraisal dated not more than six (6) months prior to establish different interest rates the date of the Mezzanine Loan and debt service payments for otherwise reasonably acceptable to Lender, prepared, at Borrower’s expense, on behalf of Lender by an appraiser reasonably approved by Lender which is a member of the Mortgage Appraisal Institute with substantial experience in appraising properties similar to the Property is sufficient to satisfy an aggregate loan-to-value ratio (based on the aggregate balances of the Loan and the Mezzanine Loans and Loan) not in excess of 80%; (j) Mezzanine Loan payments shall be made solely from excess Property cash flow distributed by the Borrower to require the its owners after payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled all debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service reserve payments under the Loan immediately and operating expenses for the Property or from other funds of Mezzanine Borrower; and (k) Borrower shall enter into such amendments or supplements to the Loan Documents as Lender may require in order to establish a hard lock box and cash management arrangement whereby Property cash flow is deposited and applied, through Lender-controlled accounts, first to debt service and reserves required under the Loan, then to fund operating expenses, prior to creation any distributions of excess Property cash flow to the Mortgage Loan and Borrower’s owners for payments upon the Mezzanine Loans. (b) Each Mezzanine Loan. Borrower shall be a single purposepay or reimburse to Lender all Rating Agency fees and all reasonable costs and expenses incurred by Lender, bankruptcy remote entity under including fees and expenses of Lender’s counsel, in connection with the criteria established by review and documentation concerning the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related regardless of whether such Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableLoan is closed.

Mezzanine Loan. Without Notwithstanding anything to the contrary set forth in any way limiting Lender’s other rights under this Agreement or any the other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof)Documents, Lender Borrower shall have a one-time right to cause Mezzanine Borrower to incur additional Indebtedness in the right form of a mezzanine loan after the Securitization of the whole Loan (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating , subject to the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, satisfaction of all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Optionfollowing conditions precedent: (a) no Event of Default shall then be continuing; (b) the principal amount of the Mezzanine Loan shall in no event be greater than an amount equal to the amount which shall yield (x) an Aggregate LTV Ratio of sixty-seven percent (67%), and (y) a Debt Service Coverage Ratio equal to the Closing Date Debt Service Coverage Ratio; (c) the collateral for the Mezzanine Loan shall include only pledges of the direct or indirect equity interests in Borrower (which shall not include the Cash Management Account and shall not include any portion of the Property); (d) the lender of the Mezzanine Loan shall be a Person who satisfies the Eligibility Requirements or such other Person approved by Lender (such approval not to be unreasonably withheld, conditioned or delayed); (e) the lender of the Mezzanine Loan shall enter into an intercreditor agreement reasonably acceptable to such lender and Lender; (f) Lender shall have received copies of such Mezzanine Loan Documents, together with such other certificates and legal opinions (including but not limited to an Additional Insolvency Opinion) as Lender shall reasonably request; (g) the right Mezzanine Borrower and any other pledgors of interests in Borrower shall be structured into the organizational structure of Borrower in a manner such as not to establish different interest rates and debt service payments adversely affect the bankruptcy remote nature of Borrower, which structure shall be consistent with all current Rating Agency criteria, all as determined in the reasonable opinion of Xxxxxx, provided, for the Mortgage avoidance of doubt, no Rating Agency Confirmation shall be required in connection with the incurrence of the Mezzanine Loan; (h) all organizational documents of Borrower and all Loan Documents shall be revised and/or amended to the reasonable satisfaction of Lender to reflect such changes as are necessary for the Mezzanine Loan, including, without limitation, that a Mezzanine Loan Event of Default shall be a Cash Trap Event hereunder; (i) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with such Mezzanine Loan; (j) at the option of Borrower and/or Mezzanine Borrower, any voluntary prepayments may be applied by the Mezzanine Borrower to the Mezzanine Loan until such Mezzanine Loan is paid in full in accordance with the Mezzanine Loan Documents without any obligation of Borrower to make a corresponding prepayment of the Loan; provided that the foregoing shall not apply to (i) prepayments made to achieve a DSCR Cure, which shall be made concurrently with a pro rata prepayment of the Loan (which portion of which prepayment applicable to the Loan shall be applied in accordance with Section 2.4.3 hereof) and the Mezzanine Loan and (ii) prepayments made from Excess Cash Flow Reserve Funds, which shall be made concurrently with a pro rata prepayment of the Loan under this Agreement and the Mezzanine Loan under the Mezzanine Loan Agreement; (k) provided no Event of Default is continuing, nothing herein or in any Lender Document shall prohibit Mezzanine Borrower from prepaying at a discount all or any portion of the Mezzanine Loan (including any participations thereof) (each a “Discounted Payoff’) pursuant to negotiated transactions with only the applicable Mezzanine Lender (or any participants thereof) which is accepting such Discounted Payoff consenting to such Discounted Payoff; (l) notwithstanding anything to the contrary contained in the Loan Documents, provided that the conditions contained in this Section 5.2.9 are met, Borrower shall be permitted to (and no notice to or consent of Lender shall be required) cause or permit an affiliate of Borrower to become (whether through assignment, contribution or other method) the direct or indirect owner of Borrower to serve as Mezzanine Borrower; (m) the Mezzanine Loan shall be co-terminus with the Loan; and (1) during a Cash Trap Period (and for so long as no Event of Default has occurred and is continuing), in the event that the Mezzanine Loan (or any portion thereof) is directly or indirectly or beneficially owned by any Person that is Borrower, Mezzanine Borrower or a Broad Affiliate of Borrower or Mezzanine Borrower (an “Affiliated Mezzanine Lender”), in no instance shall the Affiliated Mezzanine Lender be permitted to receive late charges, principal (other than the pro rata prepayment of the Mezzanine Loan upon the release of an Individual Property or prepayment of the Loan in accordance with the terms and conditions of this Agreement and the Mezzanine Loan Agreement) or interest at the Mezzanine Default Rate, even if a Mezzanine Loan Event of Default has occurred and is continuing and such Affiliated Mezzanine Lender shall only be permitted to receive interest at the non-Mezzanine Default Rate on a monthly basis, (2) during a Cash Trap Period (and for so long as no Event of Default has occurred and is continuing), for so long as the Mezzanine Loan in its entirety is not directly or indirectly or beneficially owned by an Affiliated Mezzanine Lender, Mezzanine Lender shall be permitted to receive on a monthly basis interest at the non-Mezzanine Default Rate and, if a Mezzanine Loan Event of Default has occurred and is continuing, funds sufficient to pay any other amounts then due under the Mezzanine Loan and the Mezzanine Loans and to require Loan Documents (other than the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate outstanding principal amount of the Mortgage Mezzanine Loan and on the maturity date of the Mezzanine Loans shall equal Loan whether on the Outstanding Principal Balance immediately prior scheduled date for such payment or earlier due to the creation an acceleration of the Mortgage Loan and the Mezzanine Loans, (iiLoan) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii3) after the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shallAnticipated Repayment Date, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each Mezzanine Borrower in no instance shall be a single purpose, bankruptcy remote entity under the criteria established by the Rating Agencies and shall own directly one hundred percent (100%) of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableLender be permitted to receive any payments whatsoever.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other (a) Lender and Borrower have contemporaneously with the negotiation of the Loan Document (including Lender’s rights under Section 9.1 Documents also negotiated a complete set of all of the material mezzanine loan documents, true, correct and Section 11.29 hereof), Lender shall have the right complete copies of which are attached as Exhibits 1-12 hereto (the “Proposed Mezzanine OptionLoan Documents”) at any time). The Proposed Mezzanine Loan Documents have been negotiated in anticipation of Lender, in its sole and absolute discretionsubsequent to the Closing Date, to divide splitting off a portion of the Loan into two parts: to create, and enter into, a mortgage mezzanine loan (the “Mortgage Anticipated Mezzanine Loan”), which Anticipated Mezzanine Loan: (i) shall be on substantially the same terms as the Loan (to the extent applicable to a mezzanine loan) as embodied in this Agreement and one the other Loan Documents (to the extent applicable to a mezzanine loan), except that, without limitation, the non-default interest rate applicable to such Anticipated Mezzanine Loan may be greater than the Interest Rate, so long as the weighted non-default interest rate of the Loan and such Anticipated Mezzanine Loan shall, at the time of the creation of such Anticipated Mezzanine Loan, equal the Interest Rate; (ii) shall have a maturity date of not earlier than the Maturity Date for the Loan; and (iii) shall be made utilizing the Proposed Mezzanine Loan Documents, together with such other ancillary documents and deliveries as are customary or more mezzanine loans (each individuallynecessary in Lender's reasonable judgment and, a to the extent applicable, are either in substantially the same form as were executed and delivered in connection with the Loan or are otherwise reasonably acceptable to Mezzanine Borrower. From and after the consummation, if ever, of the Anticipated Mezzanine Loan, such Anticipated Mezzanine Loan shall thereafter be referred to herein and in the other Loan Documents as the “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each In connection with the negotiation and consummation of the Anticipated Mezzanine Loan, Borrower shall, and shall cause Mezzanine Borrower to, cooperate with all reasonable requests of Lender in order to create the Anticipated Mezzanine Loan, including (i) negotiating, executing and delivering loan documents in form and substance identical to the Proposed Mezzanine Loan Documents, and to the extent additional documentation is required, in a form substantially similar to the parallel Loan Document, containing representations, warranties and covenants substantially identical to those set forth in the Loan Documents or otherwise reasonably acceptable to Mezzanine Borrower, and (ii) causing Mezzanine Borrower's counsel to deliver such legal opinions as Lender shall reasonably request, all in form and substance substantially identical to those provided in connection with the Loan or otherwise reasonably acceptable to Mezzanine Borrower. (c) Borrower shall expeditiously and in good faith negotiate, execute and/or deliver, or cause Mezzanine Borrower to negotiate, execute and/or deliver, any material agreement, document, title insurance coverage, opinion letter or other item contemplated by this Section 9.7.1 or otherwise reasonably requested by Lender in connection with the consummation of the Anticipated Mezzanine Loan. (d) Until such time, if ever, as the Anticipated Mezzanine Loan shall be consummated, (i) all references in this Agreement (other than the references made in this Section 9.7.1) and the other Loan Documents to the Mezzanine Loan, the Mezzanine Borrower, the Mezzanine Lender, the Mezzanine Loan Documents, the Intercreditor Agreement or any other terms related to any thereof, including the Mezzanine Cash Management Account, Mezzanine Debt, a Mezzanine Default, a Mezzanine Event of Default, the Mezzanine Loan Agreement, the Mezzanine Loan Documents, the Mezzanine Loan Outstanding Principal Balance, and/or the Mezzanine Reserve Funds shall be deemed removed herefrom and therefrom and this Agreement and the other Loan Documents shall be interpreted as though such references do not exist herein or therein, (ii) Article 11 of this Agreement shall be deemed omitted herefrom, (iii) any distributions or payments that are payable to Borrower upon the condition that the Mezzanine Loan has been repaid in full, shall be paid to Borrower, (iv) the calculations of the Debt Service Coverage Ratio shall assume no debt service is payable on account of the Mezzanine Loan, and (v) the application of payments of principal under Section 2.4.5 shall be made in the same fashion as if the Mezzanine Loan and the Mezzanine Debt had been paid in full, it being expressly acknowledged and agreed by Borrower, however, that at all times from and after the Closing Date, whether or not an Anticipated Mezzanine Loan has been consummated, the provisions of Section 5.2.10(d)(C) hereof and Sections 5.2.10(h)(i) and (ii) hereof with respect to Mezzanine Borrower shall continue to apply. (e) Upon the consummation of the Anticipated Mezzanine Loan, this Agreement shall be amended to eliminate this Section 9.7.1 and the definitions set forth herein and, where appropriate, to (i) insert the appropriate amount of the Loan and the Mezzanine Loan, (ii) insert appropriate dates for the Mezzanine Loan Documents, (iii) insert appropriate numeric values for the calculations of the Debt Service Coverage Ratio, (iv) insert revised definitions of the Mezzanine Loan and the Intercreditor Agreement, making reference to the actual date of execution, and (v) make such other changes as are appropriate and consistent with the consummated Mezzanine Loan. (f) Borrower acknowledges that, upon consummation, Lender intends to sell the Mezzanine Loan, which sale may occur coincident with the closing of the Mezzanine Loan or at some time thereafter. In connection with any such sale of the Mezzanine Loan, Borrower agrees that it shall, and it shall cause Mezzanine Borrower to, cooperate with all reasonable requests of the purchaser, including agreeing to such amendments to the Mezzanine Loan Documents as such purchaser shall request, so long as such amendments do not increase in more than a single purpose, bankruptcy remote entity de minimis amount the obligations of Mezzanine Borrower under the criteria established by Mezzanine Loan Documents or reduce in more than a de minimis amount the Rating Agencies and rights of Mezzanine Borrower under the Mezzanine Loan Documents. Notwithstanding the foregoing, neither Borrower nor Mezzanine Borrower shall own directly one hundred percent (100%) have any obligation to agree to any amendment to the Mezzanine Loan Documents that changes the overall economic terms of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related from those existing before any such amendment. (g) Borrower’s failure, within ten (10) Business Days after Lender’s request, to execute and/or deliver, or to cause Mezzanine Borrower to execute and/or deliver, the Proposed Mezzanine Loan Documents and/or any other agreement, document, opinion, letter or other item contemplated by this Section 9.7.1 or otherwise reasonably requested by Lender in connection with the consummation of one hundred percent (100%) an Anticipated Mezzanine Loan, shall constitute an Event of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableDefault hereunder.

Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other (a) Lender and Borrower have contemporaneously with the negotiation of the Loan Document (including Lender’s rights under Section 9.1 Documents also negotiated a complete set of all of the material mezzanine loan documents, true, correct and Section 11.29 hereof), Lender shall have the right complete copies of which are attached as Exhibits 1-12 hereto (the “Proposed Mezzanine OptionLoan Documents”) at any time). The Proposed Mezzanine Loan Documents have been negotiated in anticipation of Lender, in its sole and absolute discretionsubsequent to the Closing Date, to divide splitting off a portion of the Loan into two parts: to create, and enter into, a mortgage mezzanine loan (the “Mortgage Anticipated Mezzanine Loan”), which Anticipated Mezzanine Loan: (i) shall be on substantially the same terms as the Loan (to the extent applicable to a mezzanine loan) as embodied in this Agreement and one the other Loan Documents (to the extent applicable to a mezzanine loan), except that, without limitation, the non-default interest rate applicable to such Anticipated Mezzanine Loan may be greater than the Interest Rate, so long as the weighted non-default interest rate of the Loan and such Anticipated Mezzanine Loan shall, at the time of the creation of such Anticipated Mezzanine Loan, equal the Interest Rate; (ii) shall have a maturity date of not earlier than the Maturity Date for the Loan; and (iii) shall be made utilizing the Proposed Mezzanine Loan Documents, together with such other ancillary documents and deliveries as are customary or more mezzanine loans (each individuallynecessary in Lender’s reasonable judgment and, a to the extent applicable, are either in substantially the same form as were executed and delivered in connection with the Loan or are otherwise reasonably acceptable to Mezzanine Borrower. From and after the consummation, if ever, of the Anticipated Mezzanine Loan, such Anticipated Mezzanine Loan shall thereafter be referred to herein and in the other Loan Documents as the “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option: (a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan and the Mezzanine Loans and to require the payment of the Mortgage Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the aggregate principal amount of the Mortgage Loan and the Mezzanine Loans shall equal the Outstanding Principal Balance immediately prior to the creation of the Mortgage Loan and the Mezzanine Loans, (ii) the weighted average interest rate of the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans and (iii) the scheduled debt service payments on the Mortgage Loan and the Mezzanine Loans shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loans. (b) Each In connection with the negotiation and consummation of the Anticipated Mezzanine Loan, Borrower shall, and shall cause Mezzanine Borrower to, cooperate with all reasonable requests of Lender in order to create the Anticipated Mezzanine Loan, including (i) negotiating, executing and delivering loan documents in form and substance identical to the Proposed Mezzanine Loan Documents, and to the extent additional documentation is required, in a form substantially similar to the parallel Loan Document, containing representations, warranties and covenants substantially identical to those set forth in the Loan Documents or otherwise reasonably acceptable to Mezzanine Borrower, and (ii) causing Mezzanine Borrower’s counsel to deliver such legal opinions as Lender shall reasonably request, all in form and substance substantially identical to those provided in connection with the Loan or otherwise reasonably acceptable to Mezzanine Borrower. (c) Borrower shall expeditiously and in good faith negotiate, execute and/or deliver, or cause Mezzanine Borrower to negotiate, execute and/or deliver, any material agreement, document, title insurance coverage, opinion letter or other item contemplated by this Section 9.7.1 or otherwise reasonably requested by Lender in connection with the consummation of the Anticipated Mezzanine Loan. (d) Until such time, if ever, as the Anticipated Mezzanine Loan shall be consummated, (i) all references in this Agreement (other than the references made in this Section 9.7.1) and the other Loan Documents to the Mezzanine Loan, the Mezzanine Borrower, the Mezzanine Lender, the Mezzanine Loan Documents, the Intercreditor Agreement or any other terms related to any thereof, including the Mezzanine Cash Management Account, Mezzanine Debt, a Mezzanine Default, a Mezzanine Event of Default, the Mezzanine Loan Agreement, the Mezzanine Loan Documents, the Mezzanine Loan Outstanding Principal Balance, and/or the Mezzanine Reserve Funds shall be deemed removed herefrom and therefrom and this Agreement and the other Loan Documents shall be interpreted as though such references do not exist herein or therein, (ii) Article 11 of this Agreement shall be deemed omitted herefrom, (iii) any distributions or payments that are payable to Borrower upon the condition that the Mezzanine Loan has been repaid in full, shall be paid to Borrower, (iv) the calculations of the Debt Service Coverage Ratio shall assume no debt service is payable on account of the Mezzanine Loan, and (v) the application of payments of principal under Section 2.4.5 shall be made in the same fashion as if the Mezzanine Loan and the Mezzanine Debt had been paid in full, it being expressly acknowledged and agreed by Borrower, however, that at all times from and after the Closing Date, whether or not an Anticipated Mezzanine Loan has been consummated, the provisions of Section 5.2.10(d)(C) hereof and Sections 5.2.10(h)(i) and (ii) hereof with respect to Mezzanine Borrower shall continue to apply. (e) Upon the consummation of the Anticipated Mezzanine Loan, this Agreement shall be amended to eliminate this Section 9.7.1 and the definitions set forth herein and, where appropriate, to (i) insert the appropriate amount of the Loan and the Mezzanine Loan, (ii) insert appropriate dates for the Mezzanine Loan Documents, (iii) insert appropriate numeric values for the calculations of the Debt Service Coverage Ratio, (iv) insert revised definitions of the Mezzanine Loan and the Intercreditor Agreement, making reference to the actual date of execution, and (v) make such other changes as are appropriate and consistent with the consummated Mezzanine Loan. (f) Borrower acknowledges that, upon consummation, Lender intends to sell the Mezzanine Loan, which sale may occur coincident with the closing of the Mezzanine Loan or at some time thereafter. In connection with any such sale of the Mezzanine Loan, Borrower agrees that it shall, and it shall cause Mezzanine Borrower to, cooperate with all reasonable requests of the purchaser, including agreeing to such amendments to the Mezzanine Loan Documents as such purchaser shall request, so long as such amendments do not increase in more than a single purpose, bankruptcy remote entity de minimis amount the obligations of Mezzanine Borrower under the criteria established by Mezzanine Loan Documents or reduce in more than a de minimis amount the Rating Agencies and rights of Mezzanine Borrower under the Mezzanine Loan Documents. Notwithstanding the foregoing, neither Borrower nor Mezzanine Borrower shall own directly one hundred percent (100%) have any obligation to agree to any amendment to the Mezzanine Loan Documents that changes the overall economic terms of the legal, beneficial and economic interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicable. The security for any Mezzanine Loan shall include a pledge by the related from those existing before any such amendment. (g) Borrower’s failure, within ten (10) Business Days after Lender’s request, to execute and/or deliver, or to cause Mezzanine Borrower to execute and/or deliver, the Proposed Mezzanine Loan Documents and/or any other agreement, document, opinion, letter or other item contemplated by this Section 9.7.1 or otherwise reasonably requested by Lender in connection with the consummation of one hundred percent (100%) an Anticipated Mezzanine Loan, shall constitute an Event of the direct ownership interests in Mortgage Borrower or its immediately senior Mezzanine Borrower, as applicableDefault hereunder.