Common use of New Mezzanine Loan Clause in Contracts

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgages 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgage 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (a) (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine LoanLoan (exclusive of amortization), shall on until the date created occurrence of an Event of Default equal the interest rate which was applicable to the Loan immediately prior to the restructuring Note Rate and (iii) the debt service payments on the Loan and the New Mezzanine Loan shall on until the date created occurrence of an Event of Default equal the debt service payment which was due under the Loan immediately prior to the restructuringMonthly Payment Amount; and provided further that any such restructuring carried out after the closing of the Loan shall be at no material Lender’s sole cost to and expense, including Borrower’s reasonable legal fees. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgage 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 forty-five (1045) 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten forty-five (1045) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.

New Mezzanine Loan. Lender, without in any way limiting Lender’s 's other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “"New Mezzanine Loan”") to the then newly-formed owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s 's counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgage 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 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 terms, covenants or conditions of this Section 13.8 13.5 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the one-time unilateral right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the 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 each Mezzanine Loan (including the New Mezzanine Loan) in accordance with this Agreement and the Mezzanine Loan Agreements, and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and opinions, (C) create such bankruptcy remote borrower under the New Mezzanine Loan asand (D) create such bankruptcy remote additional pledgor (“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) and (CD) above, as shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgages 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 00000000.00.XXXXXXXX 166 with an interest, in its name and stead to make and execute all documents necessary or 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated required to spend more than $10,000 pay the costs and expenses of its own legal counsel in complying with the terms of this Section 13.8.

New Mezzanine Loan. Lender, without in any way limiting LenderLxxxxx’s other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the then-newly formed owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgages and other Loan Documents if requested. In the event such documents are in a form reasonably acceptable to Borrower and Borrower Bxxxxxxx fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by LenderLxxxxx, 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.

New Mezzanine Loan. Lender(a) Provided no Event of Default has occurred and is continuing and all the Mezzanine Loans have been paid in full or will be paid in full, without upon not less than thirty (30) days’ prior written notice to Lender (the “Mezzanine Notice”) which notice shall be revocable (provided that Borrower shall reimburse Lender for any costs and expenses in any way limiting Lender’s other rights hereunderconnection with such revoked notice), (x) one or more Mezzanine Borrowers or (y) one or more direct or indirect owners of Borrower which are special purpose bankruptcy remote entities ((x) and (y), collectively, “New Mezzanine Borrower”) shall have the rightbe permitted to obtain one or more mezzanine loans (collectively, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower ), which New Mezzanine Loan shall be secured by a pledge the Mezzanine Collateral or other direct or indirect interests in Borrower and the other Loan Parties, subject to the following conditions and requirements: (i) the New Mezzanine Loan shall be junior and subordinate to the Loan and shall not be secured by any direct interest in any Individual Property; (ii) Lender’s review and approval in its reasonable discretion of such direct equity intereststhe terms and conditions of the New Mezzanine Loan and the documents evidencing the New Mezzanine Loan (collectively, and for which different interest rates and debt service payments as each of the same may be established for amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the Loan terms and conditions of this Agreement and the New Mezzanine Intercreditor Agreement (as defined below), the “New Mezzanine Loan in such order of priority as may be designated by LenderDocuments”); provided, that that, to the extent such New Mezzanine Loan Documents are consistent with the Mezzanine Loan Documents, such terms and conditions of the New Mezzanine Loan Documents shall be deemed acceptable to Lender; (iiii) New Mezzanine Borrower shall enter into an amendment and joinder to the Cash Management Agreement with Borrower, Operating Lessee, Lender and New Mezzanine Lender (as defined below) in the same form, scope and substance as the then existing Cash Management Agreement with such changes as are reasonably acceptable in all respects to Lender and, following a Securitization, acceptable to the Rating Agencies; (iv) the total amounts New Mezzanine Loan together with the Loan immediately following the closing of the New Mezzanine Loan shall have a combined Total Loan-to-Value Ratio of no greater than seventy-three and one-half percent (73.50%); (v) the Debt Service Coverage Ratio immediately following the closing of the New Mezzanine Loan shall be equal to or greater than 1.20 to 1.00; (vi) the Debt Yield immediately following the closing of the New Mezzanine Loan based on the aggregate principal balance of the Loan and the New Mezzanine Loan shall be equal to or greater than ten and one-fifth percent (10.20%); (vii) if the New Mezzanine Loan bears interest at a floating rate, the New Mezzanine Loan Documents shall require an interest rate cap to be maintained during the term of the New Mezzanine Loan at a fixed strike price such that the Debt Service Coverage Ratio is not less than 1.20 to 1.00; (viii) the lender under the New Mezzanine Loan (“New Mezzanine Lender”) shall be a Qualified Lender and shall make a representation to Lender that it is a Qualified Lender other than solely as a result of being expressly named in the definition of Qualified Lender or being an entity Controlled by, Controlling or under common Control with any of the entities set forth in the definition of Qualified Lender; (ix) New Mezzanine Lender shall enter into an intercreditor agreement with Lender satisfactory to Lender, which may at Lender’s option be an amendment or restatement of the Intercreditor Agreement (collectively, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions thereof, the “New Mezzanine Intercreditor Agreement”); provided, that a New Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement shall be deemed acceptable to Lender; (x) the New Mezzanine Loan shall be nonrecourse as to principal and interest required to be paid under the New Mezzanine Loan (other than customary carveouts to nonrecourse debt that are substantially similar to those set forth in Section 9.4 of the Mezzanine Loan Agreement and the guaranties delivered pursuant to the Mezzanine Loan Agreements; provided, that the New Mezzanine Loan may have fewer recourse carveouts than the Mezzanine Loans); (xi) Borrower shall cause New Mezzanine Borrower to deliver an Additional Insolvency Opinion with respect to the Loan which shall be in form, scope and substance reasonably acceptable in all respects to Lender and, following a Securitization, acceptable to the Rating Agencies; (xii) New Mezzanine Borrower shall be structured in a manner such that each of Borrower, Operating Lessee and Principal shall not fail to be a Special Purpose Entity; (xiii) Borrower shall reimburse Lender for all reasonable out-of-pocket costs and expenses incurred by Lender in connection with this Section 9.8, including, without limitation in connection with reviewing the New Mezzanine Loan Documents and negotiating and documenting the New Mezzanine Intercreditor Agreement; (xiv) following a Securitization, Borrower shall deliver a Rating Agency Confirmation with respect to the New Mezzanine Loan to Lender at Borrower’s sole cost and expense or, if a Securitization has not occurred, the written reasonable approval of Lender based on its reasonable determination of whether a Rating Agency would issue a Rating Agency Confirmation shall be required; (xv) the New Mezzanine Loan shall be (i) coterminous with the Loan or prepayable in whole without premium or penalty from and after the Maturity Date and (ii) shall not contain any payment-in-kind or similar interest accrual features; (xvi) the New Mezzanine Loan shall be in an amount not greater than (i) the original aggregate principal balance of the Mezzanine Loans less (ii) the amount that such Mezzanine Loans were reduced in connection with releases of Individual Properties in accordance with the terms and conditions of this Agreement and the Mezzanine Loan Agreements prior to the closing date of the New Mezzanine Loan; and (xvii) the amount of such New Mezzanine Loan shall not violate the restrictions contained in the Certificate of Designation. (b) From and after the date of any New Mezzanine Loan, for all purpose of the Loan immediately prior Documents, (i) the term “Mezzanine Loan” shall be deemed to mean the restructuringNew Mezzanine Loan, (ii) the weighted average interest rate of the Loan and the term “Mezzanine Borrower” shall be deemed to mean New Mezzanine LoanBorrower, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the term “Mezzanine Lender” shall mean New Mezzanine Lender and (iv) the terms “Mezzanine Loan 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 Documents” shall be at no material cost deemed to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure mean the Loan and create the New new Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8Documents.

New Mezzanine Loan. LenderNotwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, without in any way limiting Lender’s other rights hereunder, Borrower shall have a one-time right without the right, in its sole and absolute discretion, at any time consent of Lender to require cause New Mezzanine Borrower to restructure a portion incur Indebtedness in the form of one or more mezzanine loans after the earlier of (i) one hundred twenty (120) days from the Closing Date and (ii) the Securitization of the whole Loan and create a mezzanine loan (other than any vertical risk retention) (the “New Mezzanine Loan”) ), subject to the owners satisfaction of all of the direct equity interests in Borrower which following conditions precedent: (a) no Event of Default shall then be secured by a pledge continuing; (b) the principal amount of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan (including any undisbursed funds) shall in such order of priority as may be designated by Lender; providedno event exceed the amount which, that after giving effect thereto, shall yield (ix) an Aggregate LTV Ratio not greater than 76.0% and (y) a Debt Yield not less than the Closing Date Debt Yield; (c) the total amounts of the Loan and collateral for the New Mezzanine Loan shall equal the amount 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 New Mezzanine Loan immediately prior 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 New Mezzanine Loan shall enter into an intercreditor agreement reasonably acceptable to such New Mezzanine Lender and Lender; (f) Lender shall have received copies of such New 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) all organizational documents of Borrower and all Loan Documents shall be revised and/or amended to the restructuring, (ii) the weighted average interest rate reasonable satisfaction of the Loan and Lender to reflect such changes as are necessary for the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, that a New Mezzanine Loan Default shall be a Cash Sweep Event hereunder and all organizational documents of New Mezzanine Borrower shall be subject to the reasonable approval of Lender; (h) if the New Mezzanine Loan bears a floating rate of interest, the New Mezzanine Borrower shall acquire and maintain an interest rate cap agreement from an institutional lender in a notional amount that is not less than the case outstanding principal balance of the New Mezzanine Loan, the strike price of which shall be used hereunder for purposes of calculating the Debt Service Coverage Ratio; (i) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with such New Mezzanine Loan; (j) at the option of Borrower and/or any Mezzanine Borrower, any voluntary prepayments may be applied by any Mezzanine Borrower to a mezzanine note, Mezzanine Loan until such Mezzanine Loan is paid in full in accordance with the applicable Mezzanine Loan Documents without any obligation of Borrower to make a mezzanine loan agreement, corresponding prepayment of the Loan; provided that the foregoing shall not apply to (x) prepayments made to achieve a pledge and security agreement and a mezzanine deposit account agreementDebt Yield Trigger Event Cure, (By) cause Borrower’s counsel to deliver such legal opinions prepayments made in connection with a release of a Property in accordance with this Agreement or (z) prepayments made from Excess Cash Flow Reserve Funds, in each case, which shall be made concurrently with a pro rata prepayment of the Loan under this Agreement (applied in accordance with Section 2.4.4 hereof) and any Mezzanine Loan under the applicable Mezzanine Loan Agreement; (Ck) create such bankruptcy remote borrower under provided no Event of Default is continuing, nothing herein or in any Lender Document shall prohibit New Mezzanine Borrower from prepaying at a discount all or any portion of the New Mezzanine Loan as, (including any participations thereof) (each a “Discounted Payoff”) pursuant to negotiated transactions with only the Mezzanine Lender (or any participants thereof) accepting such Discounted Payoff consenting to such Discounted Payoff; (l) notwithstanding anything to the contrary contained in the case of each of (A)Loan Documents, (B) and (C) aboveprovided that the conditions contained in this Section 2.10 are met, Borrower shall be reasonably required by Lender and required by any Rating Agency permitted, including in connection therewith, all in form and substance reasonably satisfactory to Lender and satisfactory to any such Rating Agency, including the severance of this Agreement, the Pledge Agreements 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 interestApproved Drop Down, in its name to (and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. It no consent of Lender shall be required) cause or permit an Event affiliate of Default if Borrower fails to comply with any become (whether through assignment, contribution or other method) the direct or indirect owner of Borrower to serve as New Mezzanine Borrower; and (m) the terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower New Mezzanine Loan shall not be obligated to spend more than $10,000 in complying co-terminus with the terms of this Section 13.8Loan.

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (a) (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on until the date created occurrence of an Event of Default equal the interest rate which was applicable to the Loan immediately prior to the restructuring Note Rate and (iii) the debt service payments on the Loan and the New Mezzanine Loan shall on until the date created occurrence of an Event of Default equal the debt service payment which was due under the Loan immediately prior to the restructuringMonthly Payment Amount; and provided further that any such restructuring carried out after the closing of the Loan shall be at no material Lender’s sole cost to and expense, including Borrower’s reasonable legal fees. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgage 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 thirty (1030) 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten thirty (1030) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.

New Mezzanine Loan. LenderNotwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, without in any way limiting Lender’s other rights hereunder, Borrower shall have a one-time right without the right, in its sole and absolute discretion, at any time consent of Lender to require cause New Mezzanine Borrower to restructure a portion incur Indebtedness in the form of one or more mezzanine loans after the earlier of (i) one hundred twenty (120) days from the Closing Date and (ii) the Securitization of the whole Loan and create a mezzanine loan (other than any vertical risk retention) (the “New Mezzanine Loan”) ), subject to the owners satisfaction of all of the direct equity interests in Borrower which following conditions precedent: (a) no Event of Default shall then be secured by a pledge continuing; (b) the principal amount of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan (including any undisbursed funds) shall in such order of priority as may be designated by Lender; providedno event exceed the amount which, that after giving effect thereto, shall yield (ix) an Aggregate LTV Ratio not greater than 76.7% and (y) a Debt Yield not less than the Closing Date Debt Yield; (c) the total amounts of the Loan and collateral for the New Mezzanine Loan shall equal the amount 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 New Mezzanine Loan immediately prior 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 New Mezzanine Loan shall enter into an intercreditor agreement reasonably acceptable to such New Mezzanine Lender and Lender; (f) Lender shall have received copies of such New 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) all organizational documents of Borrower and all Loan Documents shall be revised and/or amended to the restructuring, (ii) the weighted average interest rate reasonable satisfaction of the Loan and Lender to reflect such changes as are necessary for the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, that a New Mezzanine Loan Default shall be a Cash Sweep Event hereunder and all organizational documents of New Mezzanine Borrower shall be subject to the reasonable approval of Lender; (h) if the New Mezzanine Loan bears a floating rate of interest, the New Mezzanine Borrower shall acquire and maintain an interest rate cap agreement from an institutional lender in a notional amount that is not less than the case outstanding principal balance of the New Mezzanine Loan, the strike price of which shall be used hereunder for purposes of calculating the Debt Service Coverage Ratio; (i) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses in connection with such New Mezzanine Loan; (j) at the option of Borrower and/or any Mezzanine Borrower, any voluntary prepayments may be applied by any Mezzanine Borrower to a mezzanine note, Mezzanine Loan until such Mezzanine Loan is paid in full in accordance with the applicable Mezzanine Loan Documents without any obligation of Borrower to make a mezzanine loan agreement, corresponding prepayment of the Loan; provided that the foregoing shall not apply to (x) prepayments made to achieve a pledge and security agreement and a mezzanine deposit account agreementDebt Yield Trigger Event Cure, (By) cause Borrower’s counsel to deliver such legal opinions prepayments made in connection with a release of a Property in accordance with this Agreement or (z) prepayments made from Excess Cash Flow Reserve Funds, in each case, which shall be made concurrently with a pro rata prepayment of the Loan under this Agreement (applied in accordance with Section 2.4.4 hereof) and any Mezzanine Loan under the applicable Mezzanine Loan Agreement; (Ck) create such bankruptcy remote borrower under provided no Event of Default is continuing, nothing herein or in any Lender Document shall prohibit New Mezzanine Borrower from prepaying at a discount all or any portion of the New Mezzanine Loan as, (including any participations thereof) (each a “Discounted Payoff”) pursuant to negotiated transactions with only the Mezzanine Lender (or any participants thereof) accepting such Discounted Payoff consenting to such Discounted Payoff; (l) notwithstanding anything to the contrary contained in the case of each of (A)Loan Documents, (B) and (C) aboveprovided that the conditions contained in this Section 2.10 are met, Borrower shall be reasonably required by Lender and required by any Rating Agency permitted, including in connection therewith, all in form and substance reasonably satisfactory to Lender and satisfactory to any such Rating Agency, including the severance of this Agreement, the Pledge Agreements 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 interestApproved Drop Down, in its name to (and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. It no consent of Lender shall be required) cause or permit an Event affiliate of Default if Borrower fails to comply with any become (whether through assignment, contribution or other method) the direct or indirect owner of Borrower to serve as New Mezzanine Borrower; and (m) the terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower New Mezzanine Loan shall not be obligated to spend more than $10,000 in complying co-terminus with the terms of this Section 13.8Loan.

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interestsinterests (which New Mezzanine Loan shall be superior to any Mezzanine Loan created pursuant to Section 7.6 hereof), and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (a) (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. At Borrower’s expense, Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgage 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 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 terms, covenants or conditions of this Section 13.8 13.9 after the expiration of ten (10) Business Days after notice thereof. Notwithstanding the provisions of this Article 13 to the contrary, Borrower shall not be obligated to spend more than $10,000 the Cooperation Cap in the aggregate in connection with complying with the terms provisions of this Section 13.8Article 13, but Borrower shall still be obligated to pay for other costs and expenses (including, without limitation, it’s own legal fees) in excess of such limitation.

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure a portion of the Loan and create into a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be Borrower, secured by a pledge of such direct equity interests, and for which the establishment of different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan and the payment of the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (a) (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower, and provided, further, that if Borrower is not an SPE-Qualifying LLC, no SPE Component Entity shall be the borrower of (and the ownership interests of any SPE Component Entity shall not be collateral for) such New Mezzanine Loan, but appropriate structural changes shall be made to result in comparable effect. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements Mortgage 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 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 terms, covenants or conditions of this Section 13.8 8.24 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.

New Mezzanine Loan. Lender(a) Provided no Event of Default has occurred and is continuing and all the Mezzanine Loans have been paid in full or will be paid in full, without upon not less than thirty (30) days’ prior written notice to Lender (the “Mezzanine Notice”) which notice shall be revocable (provided that Borrower shall reimburse Lender for any costs and expenses in any way limiting Lender’s other rights hereunderconnection with such revoked notice), (x) one or more Mezzanine Borrowers or (y) one or more direct or indirect owners of Borrower which are special purpose bankruptcy remote entities ((x) and (y), collectively, “New Mezzanine Borrower”) shall have the rightbe permitted to obtain one or more mezzanine loans (collectively, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower ), which New Mezzanine Loan shall be secured by a pledge the Mezzanine Collateral or other director indirect interests in Borrower and the other Loan Parties, subject to the following conditions and requirements: (i) the New Mezzanine Loan shall be junior and subordinate to the Loan and shall not be secured by any direct interest in any Individual Property; (ii) Lender’s review and approval in its reasonable discretion of such direct equity intereststhe terms and conditions of the New Mezzanine Loan and the documents evidencing the New Mezzanine Loan (collectively, and for which different interest rates and debt service payments as each of the same may be established for amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the Loan terms and conditions of this Agreement and the New Mezzanine Intercreditor Agreement (as defined below), the “New Mezzanine Loan Documents”); (iii) New Mezzanine Borrower shall enter into an amendment and joinder to the Cash Management Agreement with Borrower, Lender and New Mezzanine Lender (as defined below) in such order of priority as may be designated by Lender; providedform, that scope and substance reasonably acceptable in all respects to Lender and, following a Securitization, acceptable to the Rating Agencies; (iiv) the total amounts New Mezzanine Loan together with the Loan immediately following the closing of the New Mezzanine Loan shall have a combined Loan-to-Value Ratio of no greater than seven four and three tenths percent (74.30%); (v) the Debt Service Coverage Ratio immediately following the closing of the New Mezzanine Loan shall be equal to or greater than 2.13 to 1.00; (vi) the Debt Yield immediately following the closing of the New Mezzanine Loan based on the aggregate principal balance of the Loan and the New Mezzanine Loan shall be equal to or greater than eleven and seven tenths percent (11.70%); (vii) if the amount New Mezzanine Loan bears interest at a floating rate, the New Mezzanine Loan Documents shall require an interest rate cap to be maintained during the term of the New Mezzanine Loan at a fixed strike price such that the Debt Service Coverage Ratio is not less than 2.00 to 1.00; (viii) the lender under the New Mezzanine Loan (“New Mezzanine Lender”) shall be a Qualified Lender and shall make a representation to Lender that it is a Qualified Lender; (ix) New Mezzanine Lender shall enter into an intercreditor agreement with Lender satisfactory to Lender, which may at Lender’s option be an amendment or restatement of the Intercreditor Agreement (collectively, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions thereof, the “New Mezzanine Intercreditor Agreement”); provided, that a New Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement shall be deemed acceptable to Lender; (x) the New Mezzanine Loan shall be nonrecourse as to principal and interest required to be paid under the New Mezzanine Loan (other than customary carveouts to nonrecourse debt that are substantially similar to those set forth in Section 9.4 of the Mezzanine Loan Agreement and the guaranties delivered pursuant to the Mezzanine Loan Agreements; provided, that the New Mezzanine Loan may have fewer recourse carveouts than the Mezzanine Loans); (xi) Borrower shall cause New Mezzanine Borrower to deliver an Additional Insolvency Opinion with respect to the Loan which shall be in form, scope and substance reasonably acceptable in all respects to Lender and, following a Securitization, acceptable to the Rating Agencies; (xii) New Mezzanine Borrower shall be structured in a manner such that Borrower shall not fail to be a Special Purpose Entity; (xiii) Borrower shall reimburse Lender for all reasonable out-of-pocket costs and expenses incurred by Lender in connection with this Section 9.8, including, without limitation in connection with reviewing the New Mezzanine Loan Documents and negotiating and documenting the New Mezzanine Intercreditor Agreement; (xiv) following a Securitization, Borrower shall deliver a Rating Agency Confirmation with respect to the New Mezzanine Loan to Lender at Borrower’s sole cost and expense or, if a Securitization has not occurred, the written reasonable approval of Lender based on its reasonable determination of whether a Rating Agency would issue a Rating Agency Confirmation shall be required; and (xv) the New Mezzanine Loan shall be (i) coterminous with the Loan or prepayable in whole without premium or penalty from and after the Maturity Date and (ii) shall not contain any payment-in-kind or similar interest accrual features. (b) From and after the date of any New Mezzanine Loan, for all purpose of the Loan immediately prior Documents, (i) the term “Mezzanine Loan” shall be deemed to mean the restructuringNew Mezzanine Loan, (ii) the weighted average interest rate of the Loan and the term “Mezzanine Borrower” shall be deemed to mean New Mezzanine LoanBorrower, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the term “Mezzanine Lender” shall mean New Mezzanine Lender and (iv) the terms “Mezzanine Loan 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 Documents” shall be at no material cost deemed to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure mean the Loan and create the New new Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8Documents.

New Mezzanine Loan. Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of the Loan and create a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower which shall be secured by a pledge of such direct equity interests, and for which different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) the weighted average interest rate of the Loan and the New Mezzanine Loan, shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) the debt service payments on the Loan and the New Mezzanine Loan 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 material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, shall be reasonably required by Lender 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 severance of this Agreement, the Pledge Agreements 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 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 terms, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. Borrower shall not be obligated to spend more than $10,000 in complying with the terms of this Section 13.8.,

New Mezzanine Loan. Lender, without Without in any way limiting Lender’s 's other rights hereunderunder this Agreement or any other Loan Document (including Lender's rights under Section 9 .1 and Section 11.29 hereof), Lender shall have the rightright (the "Mezzanine Option'') at any time, in its sole and absolute discretion, at any time to require Borrower to restructure a portion of divide the Loan and create into one or more new mezzanine loans (each individually, a mezzanine loan (the “"New Mezzanine Loan”) "). In effectuating the foregoing, Lender will make one or more mezzanine loans to the owners single purpose, bankruptcy remote entities that own, directly or indirectly, all of the direct equity legal, beneficial and economic interests in Borrower which (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 or to its immediately senior New Mezzanine Borrower, as applicable; and Borrower will apply the contribution to pay down the Loan. In connection with the Mezzanine Option: (a) Lender shall be secured by a pledge of such direct equity interests, and for which have the right to establish different interest rates and debt service payments may be established for the Loan and the New Mezzanine Loan Loans and to require the payment of the New Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the total amounts aggregate principal amount of the Loan and the New Mezzanine Loan Loans shall equal the amount of the Loan Outstanding Principal Balance immediately prior to the restructuringcreation of the New Mezzanine Loans, (ii) the weighted average interest rate of the Loan and the New Mezzanine LoanLoans shall, shall on the date created created, equal the interest rate which was applicable to the Loan immediately prior to creation of the restructuring and New Mezzanine Loans, (iii) the scheduled debt service payments on the Loan and the New Mezzanine Loan shall Loans shall, on the date created created, equal the scheduled debt service payment which was due payments under the Loan immediately prior to the restructuring; and provided further that any such restructuring carried out after the closing creation of the New Mezzanine Loans, and (iv) neither Borrower nor its Affiliates shall be required, in the aggregate, to materially decrease their rights or materially increase their obligations with respect to the Loan existing immediately prior to creation of the New Mezzanine Loans (except that the weighted average interest rate may subsequently change due to involuntary prepayments due to the application of Proceeds or an Award following a Casualty or Condemnation or if an Event of Default shall occur or otherwise pursuant to a prepayment under Section 5.3.2(i)). (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 Borrower or its immediately senior New Mezzanine Borrower, as applicable. The security for any New Mezzanine Loan shall be at no material cost to include a pledge by the related New Mezzanine Borrower of one hundred percent (100%) of the direct ownership interests in 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 restructure convert the Loan and create into the New Mezzanine Loan Loans and shall (A) execute and deliver deliver, and cause to be executed and delivered, such documents including, without limitation, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) above, as shall reasonably be reasonably required by Lender and required by or any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender and and, if applicable, satisfactory to any such Rating AgencyAgency (including, including the severance of this Agreementwithout limitation, the Pledge Agreements delivery of bankruptcy non-consolidation opinions and other Loan Documents if requestedthe modification of organizational documents and loan documents). In the event such documents are in a form reasonably acceptable to Each of Borrower and Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, Borrower 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 effect such transactionsconvert the Loan as described in this Section 11.30, each of Borrower and New Mezzanine Borrowers ratifying all that such 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. It Lender shall be an Event of Default if reimburse Borrower fails for all reasonable out-of- pocket third party costs and expenses actually incurred by Borrower, Guarantor, Manager and their respective Affiliates subsequent to comply the Closing Date in connection with any the creation of the termsNew Mezzanine Loans and all requirements relating thereto, covenants or conditions of this Section 13.8 after the expiration of ten (10) Business Days after notice thereof. and Borrower shall not be obligated to spend more than $10,000 responsible for any of Lender's costs incurred in complying connection with the terms creation of this Section 13.8the New Mezzanine Loans and all requirements relating thereto.