Common use of Mezzanine Option Clause in Contracts

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times equal the Interest Rate and there shall be no rate creep (except, with respect to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan). Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence), (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) execute such agreements, instruments and other documents as may be required by Lender in connection with the mezzanine 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, Ground Leases and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents.

Mezzanine Option. Borrower acknowledges and agrees that Mortgage Lender shall have the options set forth in Section 11.6 of the Mortgage Loan Agreement. Borrower shall cooperate with Mortgage Lender and Lender in Mortgage Lender’s exercise, from time to time, of any and all such options in good faith and in a timely manner, which cooperation shall include, but not be limited to, cooperating with respect to all of the actions and items specified and/or referenced in Section 11.6 of the Mortgage Loan Agreement (subject to the limitations set forth therein, mutatis mutandis. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loanloans, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan loans shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan loans shall at all times equal the Interest Rate (except following an Event of Default) and there (iii) the Allocated Loan Amounts shall be no rate creep (except, with respect to allocated between such mezzanine loan, following an event of default under such mezzanine loan and with respect to loans on a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)pro rata basis. Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender(in each case other than to a de minimus extent), except as provided in clause (ii) of the immediately preceding sentence), (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 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 customary agreements, instruments and other documents as may be required by Lender in connection with the mezzanine 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, endorsements and UCC title insurance policies, policies and using commercially reasonable efforts to deliver documents and/or instruments relating to the Property Documents, Ground Leases Documents and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower acknowledges and Lender acknowledge and agree agrees that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents.

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times equal the Interest Rate and there shall be no rate creep (except, with respect to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)) but specifically including with respect to a prepayment of the mortgage and mezzanine loans in connection with the Casualty and/or Condemnation, which prepayment shall be applied pro rata and pari passu to the Note and the notes issues in connection with a mezzanine loan entered into in connection with this Section 11.6. Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence), (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) execute such agreements, instruments and other documents as may be reasonably required by Lender in connection with the mezzanine 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, Ground Leases and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents. Lender shall reimburse Borrower for any reasonable, third-party, out-of-pocket costs and expenses of Borrower actually incurred in connection with Borrower’s compliance with the terms and provisions of this Section 11.6.

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times equal the Interest Rate and there shall be no rate creep (except, with respect to such mezzanine loan, following an event Event of default under Default or with respect to any prepayment of such mezzanine loan and with respect pursuant to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation Section 2.7(d) hereof and except, with respect to such mortgage loan, following an event Event of default under Default or with respect to any principal payments received on the mortgage loan) and (iii) the Allocated Loan Amounts shall be allocated between such mortgage loan)loan and such mezzanine loan on a pro rata basis. Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower Borrower, any Operating Lessee Pledgor’s or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender(in each case other than to a de minimus extent), except as provided in clause (ii) of the immediately preceding sentence), (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 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 customary agreements, instruments and other documents as may be required by Lender in connection with the mezzanine 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, endorsements and UCC title insurance policies, policies and using commercially reasonable efforts to deliver documents and/or instruments relating to the Property Documents, Ground Leases Documents and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower acknowledges and Lender acknowledge and agree agrees that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents.

Mezzanine Option. Borrower acknowledges and agrees that Mortgage Lender and Mezzanine A Lender shall have the options set forth in Section 11.6 of the Mortgage Loan Agreement and the Mezzanine A Loan Agreement respectively. Borrower shall cooperate with such lenders in such lenders’ exercise, from time to time, of any and all such options in good faith and in a timely manner, which cooperation shall include, but not be limited to, cooperating with respect to all of the actions and items specified and/or referenced in Section 11.6 of each of the Mortgage Loan Agreement and the Mezzanine A Loan Agreement respectively (subject to the limitations set forth therein, mutatis mutandis). Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loanloans, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan loans shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan loans shall at all times equal the Interest Rate (except following an Event of Default) and there (iii) the Allocated Loan Amounts shall be no rate creep (except, with respect to allocated between such mezzanine loan, following an event of default under such mezzanine loan and with respect to loans on a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)pro rata basis. Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender(in each case other than to a de minimus extent), except as provided in clause (ii) of the immediately preceding sentence), (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 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 customary agreements, instruments and other documents as may be required by Lender in connection with the mezzanine 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, endorsements and UCC title insurance policies, policies and using commercially reasonable efforts to deliver documents and/or instruments relating to the Property Documents, Ground Leases Documents and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower acknowledges and Lender acknowledge and agree agrees that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents.

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times equal the Interest Rate and there shall be no (without giving effect to any deviation attributable to the imposition of any rate creep (except, with respect of interest at the Default Rate or prepayments occurring pursuant to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loanSection 2.7(b) or 2.7(c) hereof). Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)Agencies, (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such Mezzanine Borrower as may be designated by Lender, execute such agreements, instruments and other documents as may be reasonably required by Lender in connection with the mezzanine 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, Ground Leases Documents and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies. Notwithstanding anything contained herein to the contrary, but none (A) Lender shall have the right to apply all payments to the Debt during the continuance of an Event of Default in such order as Lender determines in its sole discretion and to require that (x) no sums shall be paid to Mezzanine Lender under the Mezzanine Loan during the existence of an Event of Default, and (y) all Net Proceeds be applied to the Loan to the exclusion of the foregoing Mezzanine Loan. The rights and remedies of the holder of the Mezzanine Loan shall increase the obligations of Borrower or rights of Lender or decrease be separate, distinct and in addition to the rights of Borrower or obligations and remedies of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan DocumentsLoan. Borrower and Lender acknowledge and agree that the execution of any documents in connection with In no event shall Lender’s exercise of the Mezzanine Option Option, or the consummation of the applicable transaction pursuant thereto (a) alter the economic terms of the Loan except as expressly provided in accordance with terms this Section 11.6 or (b) negatively affect in any manner the rights and conditions hereof obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent or except as expressly provided in this Section 11.6. Notwithstanding anything to the contrary contained herein, Borrower shall not be responsible to pay for any costs and expenses incurred by Borrower in itself increase connection with complying with the obligations or decrease the rights terms of Borrower pursuant to the Loan Documentsthis Section 11.6 other than its counsel’s fees in excess of $10,000.

Mezzanine Option. Borrower acknowledges and agrees that Mortgage Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount set forth in Section 13.8 of the Mortgage Loan immediately prior to Lender’s exercise Agreement, Mezzanine A Lender shall have the option set forth in Section 13.8 of the Mezzanine OptionA Loan Agreement, and (ii) Mezzanine B Lender shall have the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times equal the Interest Rate and there shall be no rate creep (except, with respect to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a prepayment option set forth in Section 13.8 of the mortgage loan Mezzanine B Loan Agreement and Mezzanine C Lender shall have the option set forth in connection with Section 13.8 of the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)Mezzanine C Loan Agreement. Borrower shall cooperate with Mortgage Lender, Mezzanine A Lender, Mezzanine B Lender, Mezzanine C Lender and Lender in Mortgage Lender’s, Mezzanine B Lender’s, Mezzanine C Lender’s exercise and/or Mezzanine A Lender’s exercise, from time to time, of the Mezzanine Option any and all such options in good faith and in a timely manner, which such cooperation shall include, but not be limited to, cooperating with respect to all of the actions and items specified and/or referenced in Section 13.8 of the Mortgage Loan Agreement, Section 13 of the Mezzanine A Loan Agreement, Section 13 of the Mezzanine B Loan Agreement and Section 13 of the Mezzanine C Loan Agreement (subject to the limitations set forth therein, mutatis mutandis). Lender, without in any way limiting Lender’s other rights hereunder, shall have the one-time unilateral right, in its sole and absolute discretion, to require Borrower to divide the Loan into two mezzanine loans (the “(the “Mezzanine Option”) for which different interest rates and debt service payments may be established for each loan in such order of priority as may be designated by Lender; provided, that (i) executing the total amounts for such amendments mezzanine loans shall equal the amount of the Loan immediately prior to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)restructuring, (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) execute such agreements, instruments and other documents as may be required by Lender in connection with the mezzanine 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, Ground Leases and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents.weighted average interest rate

Mezzanine Option. Lender Without limiting Agent’s or Lenders’ rights to implement a Loan Bifurcation, Agent and Lenders shall have the option (the “Mezzanine Option”) right at any time prior to Securitization to divide the Loan loan into two or more parts, a mortgage loan and a one or more mezzanine loanloan(s), provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan loan(s) shall equal the then outstanding principal amount of the Loan immediately prior to LenderAgent’s or Lenders’ exercise of the Mezzanine Optionits rights pursuant to this Section 9.4, and (ii) the weighted average interest rate of such mortgage loan and such mezzanine loan loan(s) immediately after Agent’s or Lenders’ exercise of its rights pursuant to the terms and provisions of this Section 9.4 shall at all times equal the Applicable Interest Rate Rate, and there (iii) so long as an Event of Default shall not be continuing, all prepayments shall be no rate creep (except, with respect made pro rata to such mezzanine loan, following an event of default under such mezzanine loan the Loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loanMezzanine Loan(s). Borrower shall cooperate with Agent and Lender in LenderAgent’s or Lenders’ exercise of the Mezzanine Option its rights under this Section 9.4 in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component EntityParty’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (Agent; provided, that any such amendment shall not change any economic or non-economic termhowever, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lenderthat, except as provided otherwise described in clause this Section 9.4, in no event shall the creation of a mezzanine loan(s) (iiy) increase, except to a de minimis extent, Borrower’s obligations or (z) decrease, except to a de minimis extent, Borrower’s rights, under the Loan Documents; provided, however, Borrower acknowledges and agrees that the time necessary to complete a mezzanine foreclosure may be shorter than the time necessary to complete a mortgage foreclosure and each mezzanine loan shall have its own consent and approval rights independent of the immediately preceding sentence), Loan and neither of these features of a mezzanine loan shall constitute an increase in Borrower’s obligations or a decrease in Borrower’s rights under the Loan Documents; (ii) creating one or more Single Purpose Entities (single purpose, bankruptcy remote entities satisfying the “Mezzanine Borrower”)requirements of Section 3.1.24 112 hereof and meeting Rating Agency Criteria, which such Mezzanine Borrower mezzanine borrowers shall (A) own, directly or indirectly, one hundred percent (100% %) of the equity ownership interests in Borrower (the “Equity Collateral”)Borrower, and (B) together with such constituent equity owners of such mezzanine borrower as may be designated by Agent or Lender, execute such agreements, instruments and other documents as may be required by Agent or Lender in connection with the mezzanine loan loan(s) (including, without limitation, a promissory note evidencing the each mezzanine loan and a pledge and security agreement pledging the Equity Collateral equity ownership interests in Borrower to Lender Agent for the ratable benefit of Lenders as security for the each mezzanine loan); and (iii) delivering such opinions, title endorsements, UCC title insurance policies, documents and/or instruments relating mezzanine endorsements to the Property Documents, Ground Leases owner’s policies and other diligence materials as may be reasonably required by Agent, Lender or required by the and Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan DocumentsAgency Criteria.

Mezzanine Option. Without limiting Lender’s rights to implement a Loan Bifurcation, Lender shall have the option right (the “Mezzanine Option”) at any time prior until the Loan (or any portion thereof) is then subject to Securitization a Securitization, at Lender’s sole cost and expense, to divide the Loan loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding principal amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times initially equal the Applicable Interest Rate and there shall be no rate creep (except, with respect to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)Rate. Borrower shall shall, at Lender’s sole cost and expense, cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component EntitySPC Party’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)Agencies, (ii) creating one or more Single Purpose Entities a single purpose, bankruptcy remote entity satisfying the requirements of Section 3.1.24 hereof and of the Rating Agencies (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such 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 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, Ground Leases policies and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents.

Mezzanine Option. Borrower acknowledges and agrees that Mortgage Lender shall have the option set forth in Section 13.8 of the Mortgage Loan Agreement. Borrower shall cooperate with Mortgage Lender and Lender in Mortgage Lender’s exercise, from time to time, of any and all such options in good faith and in a timely manner, which cooperation shall include, but not be limited to, cooperating with respect to all of the actions and items specified and/or referenced in Section 13.8 of the Mortgage Loan Agreement (subject to the limitations set forth therein, mutatis mutandis). Lender, without in any way limiting Lender’s other rights hereunder, shall have the one-time unilateral right, in its sole and absolute discretion, to require Borrower to divide the Loan into two mezzanine loans (the “(the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage for which different interest rates and debt service payments may be established for each loan and a mezzanine loan, in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan loans shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Optionrestructuring, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan loans shall at all times on the date created equal the Interest Rate interest rate which was applicable to the Loan immediately prior to the restructuring except following an Event of Default or following any prepayment (whether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of the Loan 00000000.0.XXXXXXXX 141 which is not made on a pro rata basis with the Mortgage Loan and there each Other Mezzanine Loan (including the New Mezzanine Loan) in accordance with this Agreement, the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement), (iii) the debt service payments on the two mezzanine loans shall on the date created equal the debt service payment which was due under the Loan immediately prior to the restructuring; and provided further that any such restructuring carried out after the closing of the Loan shall be at no rate creep material cost to Borrower and (except, with respect to iv) the Allocated Loan Amounts shall be allocated between such mezzanine loan, following an event of default under such mezzanine loan and with respect to loans on a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)pro rata basis. Borrower shall cooperate with all reasonable requests of Lender in Lender’s exercise order to restructure the Loan and create the two mezzanine loans and shall (A) execute and deliver (1) such documents including, without limitation, in the case of the Mezzanine Option in good faith new mezzanine loan, a mezzanine note, a mezzanine loan agreement, a pledge and in security agreement and a timely mannermezzanine deposit account agreement, which such cooperation shall include, but not be limited to, and (i2) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)documents, (iiB) creating one or more Single Purpose Entities cause Borrower’s counsel to deliver such legal opinions, (C) create such bankruptcy remote borrower (the “New Mezzanine Borrower”), which such New Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Mortgage Borrower (the “Equity Collateral”), and (D) create such bankruptcy remote additional pledgor (the “New Additional Pledgor”), which such New Additional Pledgor shall own, directly or indirectly, 100% of the equity ownership interests in HHSD, and, in the case of each of (A), (B), (C) execute such agreements, instruments and other documents as may be required by Lender in connection with the mezzanine 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 (iiiD) delivering such opinionsabove, title endorsements, UCC title insurance policies, documents and/or instruments relating to the Property Documents, Ground Leases and other diligence materials as may shall be reasonably required by Lender or and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender and satisfactory to any such Rating Agency, including the Rating Agenciesseverance of this Agreement, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Pledge Agreement and other Loan Documents if requested. In the event such documents are in a form reasonably acceptable to Borrower and Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, Borrower 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 change desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default if Borrower fails to comply with any of the economic terms, covenants or monetary provisions conditions of this Section 13.8 after the Loan or the Loan Documentsexpiration of ten (10) Business Days after notice thereof. Borrower shall be required to pay the costs and Lender acknowledge and agree that expenses of its own legal counsel in complying with the execution terms of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documentsthis Section 13.8.

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times equal the Interest Rate and (so long as there shall be is no rate creep (except, with respect to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a or prepayment of principal of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage Loan or mezzanine loan). Borrower Borrowers shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and each Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)Agencies, (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, one hundred percent (100% %) of the equity ownership interests in each Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such 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 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, Ground Leases policies and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, but none other than costs and expenses which are otherwise the responsibility of Borrowers pursuant to the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions terms of the Loan or Documents, Borrowers shall not be responsible for the Loan Documents. Borrower and Lender acknowledge and agree that the execution payment of any documents costs and expenses incurred in connection with Lender’s exercise of Lender exercising the Mezzanine Option in accordance with terms Option, other than any internal, administrative or clerical cost and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documentsexpenses incurred by Borrowers.

Mezzanine Option. Borrower acknowledges and agrees that Mortgage Lender shall have the option set forth in Section 13.8 of the Mortgage Loan Agreement and Mezzanine A Lender shall have the option set forth in Section 13.8 of the Mezzanine A Loan Agreement. Borrower shall cooperate with Mortgage Lender, Mezzanine A Lender and Lender in Mortgage Lender’s and/or Mezzanine A Lender’s exercise, from time to time, of any and all such options in good faith and in a timely manner, which cooperation shall include, but not be limited to, cooperating with respect to all of the actions and items specified and/or referenced in Section 13.8 of the Mortgage Loan Agreement and Section 13 of the Mezzanine A Loan Agreement (subject to the limitations set forth therein, mutatis mutandis). Lender, without in any way limiting Lender’s other rights hereunder, shall have the one-time unilateral right, in its sole and absolute discretion, to require Borrower to divide the Loan into two mezzanine loans (the “(the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage for which different interest rates and debt service payments may be established for each loan and a mezzanine loan, in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan loans shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Optionrestructuring, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan loans shall at all times on the date created equal the Interest Rate interest rate which was applicable to the Loan immediately prior to the restructuring except following an Event of Default or following any prepayment (whether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of the Loan which is not made on a pro rata basis with the Mortgage Loan and there each Other Mezzanine Loan (including the New Mezzanine Loan) in accordance with this Agreement, the Mortgage Loan Agreement and each Other Mezzanine Loan Agreement), (iii) the debt service payments on the two mezzanine loans shall on the date created equal the debt service payment which was due under the Loan immediately prior to the restructuring; and provided further that any such restructuring carried out after the closing of the Loan shall be at no rate creep material cost to Borrower and (except, with respect to iv) the Allocated Loan Amounts shall be allocated between such mezzanine loan, following an event of default under such mezzanine loan and with respect to loans on a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)pro rata basis. Borrower shall cooperate with all reasonable requests of Lender in Lender’s exercise order to restructure the Loan and create the two mezzanine loans and shall (A) execute and deliver (1) such documents including, without limitation, in the case of the Mezzanine Option in good faith new mezzanine loan, a mezzanine note, a mezzanine loan agreement, a pledge and in security agreement and a timely mannermezzanine deposit account agreement, which such cooperation shall include, but not be limited to, and (i2) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)documents, (iiB) creating one or more Single Purpose Entities cause Borrower’s counsel to deliver such legal opinions, (C) create such bankruptcy remote borrower (the “New Mezzanine Borrower”), which such New Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Mezzanine A Borrower (the “Equity Collateral”), and (BD) execute create such agreementsbankruptcy remote additional pledgor (the “New Additional Pledgor”), instruments and other documents as may be required by Lender in connection with the mezzanine loan (includingwhich such New Additional Pledgor shall own, 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, Ground Leases and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents.directly or

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times equal the Interest Rate and (so long as there shall be is no rate creep (except, with respect to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a or prepayment of principal of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage Loan or mezzanine loan). Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a CH1 6687939v.9 103 timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)Agencies, (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such 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 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, Ground Leases policies and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies, but none of . Notwithstanding anything to the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan contrary contained in this Agreement or the other Loan Documents. Borrower , other than costs and Lender acknowledge and agree that expenses which are otherwise the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights responsibility of Borrower pursuant to the terms of the Loan Documents., Borrower shall not be responsible for the payment of any costs and expenses incurred in connection with Lender exercising the Mezzanine Option, other than any internal, administrative or clerical cost and expenses incurred by Borrower

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan (such mezzanine loan, the “Senior Mezzanine Loan”), provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan the Senior Mezzanine Loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, Option and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan the Senior Mezzanine Loan shall at all times equal the Interest Rate and there shall be no rate creep (except, with respect to such other than as the result of the application by Lender or mezzanine loan, following lender of payments and/or proceeds after an Event of Default or an event of default under such mezzanine loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)Senior Mezzanine Loan) . Borrower shall shall, at Borrower’s sole cost and expense, cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)Agencies, (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such Mezzanine Borrower as may be designated by Lender, execute such agreements, instruments and other documents as may be required by 108 Lender in connection with the mezzanine loan Senior Mezzanine Loan (including, without limitation, a promissory note evidencing the mezzanine loan Senior 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, Ground Leases policies and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies. Borrower hereby acknowledges and agrees that (1) the Permitted Mezzanine Financing shall at all times be junior and subordinate to the Senior Mezzanine Loan, but none (2) without limitation of the foregoing shall increase foregoing, the obligations Equity Collateral will be of a more direct interest in Borrower or rights of Lender or decrease and any SPC Component Entity than the rights of Borrower or obligations of equity collateral for the Permitted Mezzanine Financing, (3) Lender, in its capacity as Lender under the Loan Documents or change Senior Mezzanine Loan, shall be a party to the any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents intercreditor agreement entered into in connection with Lender’s exercise of the Permitted Mezzanine Option Financing, and (4) Borrower shall cooperate in accordance connection with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documentsforegoing.

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times initially equal the Interest Rate and there (iii) Borrower’s other rights and obligations under the Loan Documents shall not be no rate creep otherwise materially and adversely affected (except, with respect except to such mezzanine loan, following an event of default under such the extent that the same would be affected had the Loan been divided into a mortgage loan and a mezzanine loan and with respect to a prepayment of on the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loanClosing Date). Borrower shall shall, at Borrower’s sole cost and expense, cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)Agencies, (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such 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 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, Ground Leases Documents and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies. Notwithstanding anything herein to the contrary, but none of the foregoing Lender shall increase the obligations of reimburse Borrower or rights of Lender or decrease the rights of for any reasonable, out-of-pocket, third party costs incurred by Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise this Section 11.6 (exclusive of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan DocumentsExcluded Items).

Mezzanine Option. Lender shall have the option right (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, Option and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times equal the Interest Rate and there shall be no rate creep (except, with respect to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)Rate. Borrower shall cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (providedwhich such amendments shall include, without limitation, (1) providing that the Equity Collateral (defined below) be certificated (such that the holder of such certificated Equity Collateral would have “protected purchaser” status under Article 8 of the Uniform Commercial Code) and/or (2) providing that any such amendment shall not change any economic or non-economic term, including restrictions on the interest rate or the stated maturity, or otherwise have an adverse effect on actions of Mezzanine Borrower, Guarantor any SPE Component Entity and/or Borrower (such as the need to obtain the consent of any constituent parties of their Affiliates Mezzanine Borrower prior to taking any actions) shall be of no further force or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) effect upon a foreclosure of the immediately preceding sentenceEquity Collateral), (ii) creating one or more Single Purpose Entities a single purpose, bankruptcy remote entity satisfying the requirements of 4.3 hereof and of the Rating Agencies (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, 100% of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such Mezzanine Borrower or 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 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, Ground Leases policies and other diligence materials as may be reasonably required by Lender or required by the Rating Agencies. Lender hereby acknowledges and agrees that, but none of notwithstanding anything to the foregoing shall increase contrary contained herein, (i) the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms may not change the amount of aggregate amount of monthly debt service payments due under the Loan or the amortization term of the Loan and conditions hereof shall not in itself require Borrower to further subdivide the Property, (ii) the institution of the Mezzanine Option (and the documentation relating thereto) may not diminish any of Borrower’s (or Guarantor’s) rights or increase the obligations any potential costs or decrease the rights liabilities of Borrower pursuant (or Guarantor) other than to the extent the aforesaid rights, costs or liabilities would be affected if the Loan were divided into a mortgage loan portion and a mezzanine loan portion (as contemplated hereby) as of the date of closing of the Loan and (iii) with respect to the foregoing provisions of this Section 19.4, the same are (A) restrictions and requirements customarily imposed by Lender in connection with commercial loans similar to the Loan Documentsand (B) intended to be restrictions and requirements which are “consistent with customary commercial lending practices” within the meaning of the applicable provisions of Revenue Procedure 2002-22. Lender will pay its own and Borrower’s reasonable fees and expenses incurred in connection with the exercise of the Mezzanine Option.

Mezzanine Option. Lender Without limiting Agent’s or Lenders’ rights to implement a Loan Bifurcation, Agent and Lenders shall have the option right (the “Senior Mezzanine Option”) at any time prior to Securitization to divide the Loan into two or more parts, a mortgage loan and a one or more mezzanine loanloan(s), provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan loan(s) shall equal the then outstanding principal amount of the Loan immediately prior to LenderAgent’s or Lenders’ exercise of the Senior Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and such mezzanine loan loan(s) immediately after Agent’s or Lenders’ exercise of the Senior Mezzanine Option shall at all times equal the Applicable Interest Rate Rate, and there (iii) so long as an Event of Default shall not be continuing, all prepayments shall be no rate creep (except, with respect made pro rata to such mezzanine loan, following an event of default under such mezzanine loan the Loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loanMezzanine Loan(s). Borrower shall cooperate with Agent and Lender in LenderAgent’s or Lenders’ exercise of the Mezzanine Option its rights under this Section 9.4 in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component EntityParty’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (Agent; provided, that any such amendment shall not change any economic or non-economic termhowever, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lenderthat, except as provided otherwise described in clause this Section 9.4, in no event shall the creation of a mezzanine loan(s) (iiy) increase, except to a de minimis extent, Borrower’s obligations or (z) decrease, except to a de minimis extent, Borrower’s rights, under the Loan Documents; provided, however, Borrower acknowledges and agrees that the time necessary to complete a mezzanine foreclosure may be shorter than the time necessary to complete a mortgage foreclosure and each mezzanine loan shall have its own consent and approval rights independent of the immediately preceding sentence), Loan and neither of these features of a mezzanine loan shall constitute an increase in Borrower’s obligations or a decrease in Borrower’s rights under the Loan Documents; (ii) creating one or more Single Purpose Entities single purpose, bankruptcy remote entities satisfying the requirements of Section 3.1.24 hereof and meeting Rating Agency Criteria (the “Senior Mezzanine Borrower”), which such Mezzanine Borrower mezzanine borrowers shall (A) own, directly or indirectly, one hundred percent (100% %) of the equity ownership interests in Borrower (the “Senior Mezzanine Equity Collateral”), and (B) together with such constituent equity owners of such mezzanine borrower as may be designated by Agent or Lender, execute such agreements, instruments and other documents as may be required by Agent or Lender in connection with the mezzanine loan loan(s) (including, without limitation, a promissory note evidencing the each mezzanine loan (the “Senior Mezzanine Loan”) and a pledge and security agreement pledging the Equity Collateral equity ownership interests in Borrower to Lender Agent for the ratable benefit of Lenders as security for the mezzanine loanSenior Mezzanine Loan); and (iii) delivering such opinions, title endorsements, UCC title insurance policies, documents and/or instruments relating mezzanine endorsements to owner’s policies and other materials as may be required by Agent, Lender and Rating Agency Criteria. Notwithstanding anything to the Property contrary contained herein or in any other Loan Document, Borrower hereby acknowledges and agrees that (1) the Mezzanine Loan shall at all times be junior and subordinate to the Senior Mezzanine Loan, (2) without limitation of the foregoing, the Senior Mezzanine Equity Collateral will be of a more direct interest in Borrower and any SPE Party than the Mezzanine Equity Collateral, (3) Agent and Lenders, in their capacity as Agent and Lenders under the Senior Mezzanine Loan shall be a party to the Mezzanine Intercreditor, and (4) Borrower shall cooperate (and shall use commercially reasonable efforts to cause each of Mezzanine Borrower, Mezzanine Agent and Mezzanine Lenders to cooperate) in connection with the foregoing (which such cooperation shall include, to the extent required, executing such amendments to the Loan Documents, Ground Leases Mezzanine Loan Documents and other diligence materials the organizational documents of such direct or indirect owners of Borrower, in each case, as may be reasonably required by Lender or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents Agent in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents.therewith). 109

Mezzanine Option. Lender Without limiting Agent’s or Lenders’ rights to implement a Loan Bifurcation, Agent and Lenders shall have the option (the “Mezzanine Option”) right at any time prior to Securitization to divide the Loan loan into two parts, a mortgage loan and a one or more mezzanine loanloan(s), provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan loan(s) shall equal the then outstanding principal amount of the Loan immediately prior to LenderAgent’s or Lenders’ exercise of the Mezzanine Optionits rights pursuant to this Section 9.4, and (ii) the weighted average interest rate of such mortgage loan mezzanine loan(s) immediately after Agent’s or Lenders’ exercise of its rights pursuant to the terms and mezzanine loan provisions of this Section 9.4 shall at all times equal the Applicable Interest Rate Rate, and there (iii) so long as an Event of Default shall not be continuing, all prepayments shall be no rate creep (except, with respect made pro rata to such mezzanine loan, following an event of default under such mezzanine loan and with respect to a prepayment of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loanLoan(s). Borrower shall cooperate with Agent and Lender in LenderAgent’s or Lenders’ exercise of the Mezzanine Option its rights under this Section 9.4 in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower, Mortgage Borrower or any SPE Component EntityParty’s organizational documents Organizational Documents as may be reasonably requested by Lender or requested by the Rating Agencies (Agent; provided, that any such amendment shall not change any economic or non-economic termhowever, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lenderthat, except as provided otherwise described in clause this Section 9.4, in no event shall the creation of an additional mezzanine loan(s) (iiy) increase, except to a de minimis extent, Borrower’s obligations or (z) decrease, except to a de minimis extent, Borrower’s rights, under the Loan Documents; provided, however, Borrower acknowledges and agrees that each mezzanine loan shall have its own consent and approval rights independent of the immediately preceding sentence), Loan and neither of these features of a mezzanine loan shall constitute an increase in Borrower’s obligations or a decrease in Borrower’s rights under the Loan Documents; (ii) creating one or more Single Purpose Entities single purpose, bankruptcy remote entities satisfying the requirements of Section 3.1.24 hereof and meeting Rating Agency Criteria (the a “Mezzanine Borrower”), which such Mezzanine Borrower mezzanine borrowers shall (A) own, directly or indirectly, one hundred percent (100% %) of the equity ownership interests in Borrower (the “Mezzanine Equity Collateral”), and (B) together with such constituent equity owners of such Mezzanine Borrower as may be designated by Agent or Lender, execute such agreements, instruments and other documents as may be required by Agent or Lender in connection with the mezzanine loan loan(s) (including, without limitation, a promissory note evidencing the each mezzanine loan (a “Mezzanine Loan”) and a pledge and security agreement pledging the Mezzanine Equity Collateral to Lender Agent for the ratable benefit of Lenders as security for the mezzanine loana Mezzanine Loan); and (iii) delivering such opinions, title endorsements, UCC title insurance policies, documents mezzanine endorsements to owner’s policies and other materials as may be required by Agent, Lender and Rating Agency Criteria. Notwithstanding anything to the contrary contained herein or in any other Loan Document, and subject to the rights of the Mortgage Lenders under the Mortgage Loan Documents, Borrower hereby acknowledges and agrees that (1) Agent’s and/or instruments Lenders’ may, at their discretion, (x) deem the Loan junior and subordinate to the Mezzanine Loan and (y) without limitation of the foregoing, cause the Mezzanine Equity Collateral to be of a more direct interest in Borrower and any SPE Party than the Pledged Company Interest, (2) Agent, in its capacity as Agent for the benefit of Lenders under the Mezzanine Loan shall be a party to the intercreditor agreement relating to the Property Mezzanine Loan, and (3) Borrower shall cooperate (and shall (x) cause Mortgage Borrower to cooperate and (y) use commercially reasonable efforts to cause Mortgage Agent to cooperate) in connection with the foregoing (which such cooperation shall include, to the extent required, executing such amendments to the Loan Documents, Ground Leases Mortgage Loan Documents and other diligence materials the organizational documents of such direct or indirect owners of Borrower, in each case, as may be reasonably required by Lender Agent or required by the Rating Agencies, but none of the foregoing shall increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents Agencies in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documentstherewith).

Mezzanine Option. Lender shall have the option (the “Mezzanine Option”) at any time prior to Securitization to divide the Loan into two parts, a mortgage loan and a mezzanine loan, provided, that (i) the total loan amounts for such mortgage loan and such mezzanine loan shall equal the then outstanding amount of the Loan immediately prior to Lender’s exercise of the Mezzanine Option, and (ii) the weighted average interest rate of such mortgage loan and mezzanine loan shall at all times initially equal the Interest Rate and there shall be no rate creep Rate, (except, with respect to such mezzanine loan, following an event of default under iii) such mezzanine loan shall have the same maturity date as the Maturity Date hereunder and with respect to a prepayment (iv) no amortization of principal of the mortgage loan in connection with the Casualty and/or Condemnation and except, with respect to such mortgage loan, following an event of default under such mortgage loan)Loan will be required. Borrower shall shall, at Borrower’s sole cost and expense, reasonably cooperate with Lender in Lender’s exercise of the Mezzanine Option in good faith and in a timely manner, which such cooperation shall include, but not be limited to, (i) executing such amendments to the Loan Documents and Borrower or any SPE Component Entity’s organizational documents as may be reasonably requested by Lender or requested by the Rating Agencies (provided, that any such amendment shall not change any economic or non-economic term, including the interest rate or the stated maturity, or otherwise have an adverse effect on Borrower, Guarantor and/or any of their Affiliates or increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents and will not increase the rights or decrease the obligations of Lender, except as provided in clause (ii) of the immediately preceding sentence)Agencies, (ii) creating one or more Single Purpose Entities (the “Mezzanine Borrower”), which such Mezzanine Borrower shall (A) own, directly or indirectly, one hundred percent (100% %) of the equity ownership interests in Borrower (the “Equity Collateral”), and (B) together with such constituent equity owners of such Mezzanine Borrower as may be designated by Lender, execute such agreements, instruments and other documents as may be reasonably required by Lender in connection with the mezzanine 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, Ground Leases policies and other diligence materials as may be reasonably required by Lender or required by or the Rating Agencies; provided, but that none of the foregoing actions shall decrease any rights or increase any obligations of Borrower or any other Borrower Party under the Loan Documents, other than to a non-material extent, it being acknowledged and agreed that Lender’s customary remedies under the related mezzanine loan documents shall not be considered to decrease the rights or increase the obligations of Borrower or rights of Lender or decrease the rights of Borrower or obligations of Lender under the Loan Documents or change any of the economic or monetary provisions of the Loan or the Loan Documents. Borrower and Lender acknowledge and agree that the execution of any documents in connection with Lender’s exercise of the Mezzanine Option in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan DocumentsBorrower.