Common use of Permitted Mezzanine Financing Clause in Contracts

Permitted Mezzanine Financing. (a) Notwithstanding anything herein to the contrary, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) the Debt Service Coverage Ratio for the twelve (12) month period trailing the date of determination is at least 1.5:1, and (iii) the principal amount of the Loan as of the date of determination does not exceed seventy percent (70%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s sole cost and expense, dated not more than sixty (60) days prior to the date of determination, Borrower may, at Borrower’s sole cost and expense, elect on a one-time basis to obtain a mezzanine loan (a “Mezzanine Loan”) from a lender or lenders (any such party or parties, collectively, the “Mezzanine Lender”), which Mezzanine Loan may be secured by a pledge of Mezzanine Borrower’s (hereinafter defined) direct equity interests in Borrower or in any SPE Equity Owner; provided, further, that Borrower shall be permitted hereunder to obtain a Mezzanine Loan only upon satisfaction of the following additional terms and conditions: (i) Lender shall have received at least sixty (60) and no more than ninety (90) days’ prior written notice of the proposed Mezzanine Loan; (ii) the aggregate unpaid principal amounts of the Loan and the Mezzanine Loan immediately after the effective date of the Mezzanine Loan shall not exceed seventy five percent (75%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s sole cost and expense, dated not more than sixty (60) days prior to the date of determination; (iii) the Combined Debt Service Coverage Ratio for the period from the effective date of the Mezzanine Loan through the Maturity Date, as reasonably determined by Lender, is at least 1.4:1.00 based upon the assumption that Adjusted Net Cash Flow for such period will be consistent with Adjusted Net Cash Flow for the twelve (12) month period trailing the effective date of the Mezzanine Loan; (iv) the term of the Mezzanine Loan (including any extension terms) shall be co-terminus with the term of the Loan; (v) Borrower shall have created and inserted into Borrower’s organizational structure a new Single-Purpose Entity (the “Mezzanine Borrower”) which will be wholly-owned by the equity owners of Borrower, and the sole asset of which will be all of the direct and indirect equity interests in Borrower and/or SPE Equity Owner; (vi) the Mezzanine Lender shall have executed and delivered to Lender a mezzanine intercreditor agreement in substantial conformity to intercreditor agreements required by the Rating Agencies; (vii) Borrower shall have delivered to Lender written confirmation from each Rating Agency that the Mezzanine Loan would not result in a downgrade, qualification or withdrawal of the then current ratings assigned to any security issued in connection with a Secondary Market Transaction; (viii) Borrower shall have delivered to Lender, at Borrower’s sole cost and expense, a non-consolidation opinion in form and substance acceptable to the Rating Agencies reflecting the Mezzanine Loan; (ix) Borrower shall have paid or reimbursed Lender for all reasonable, out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the Mezzanine Loan and Borrower shall have paid or shall have caused Mezzanine Borrower to pay all title premiums, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the Mezzanine Loan; and (x) Borrower shall certify in writing to Lender that the requirements set forth in this Section 2.15 (a) have been satisfied. In connection with the foregoing, Lender agrees that, upon satisfaction of the terms and conditions of clauses (i) through (x) of this Section 2.15(a), Lender shall cooperate with Borrower and Lender shall use good faith efforts to facilitate the consummation of the Mezzanine Loan. Notwithstanding anything in this Loan Agreement to the contrary, Lender shall not have any obligation to provide mezzanine financing to Borrower or any Affiliate or principal of Borrower. (b) In connection with any Permitted Transfer set forth in clause (A)(ix) of the definition thereof, the Borrower selling its interest in any Individual Property, or Ashford Hospitality Trust, Inc., a Maryland corporation, or any Affiliate of Ashford Hospitality Trust, Inc., may provide mezzanine financing for the purchase of the Individual Properties, subject to the following terms and conditions: (i) no Event of Default shall have occurred and is continuing; (ii) the aggregate principal amounts of the mezzanine financing to be provided under this Section 2.15(b) and any other financing obtained by such purchaser shall not exceed 90% of the price for which such purchaser is purchasing the Individual Properties; (iii) the term of the mezzanine loan provided under this Section 2.15(b) (including any extension terms) shall be co-terminus with the term of the Loan; (iv) there shall be a new Single-Purpose Entity inserted in purchaser’s organizational structure which will be wholly-owned by the equity owners of such purchaser, and the sole asset of which will be all of the direct and indirect equity interests in purchaser; (v) the mezzanine lender shall have executed and delivered to Lender a mezzanine intercreditor agreement in substantial conformity to intercreditor agreements required by the Rating Agencies; (vi) Borrower shall have delivered to Lender written confirmation from each Rating Agency that the mezzanine loan under this Section 2.15(b) would not result in a downgrade, qualification or withdrawal of the then current ratings assigned to any security issued in connection with a Secondary Market Transaction; (vii) Borrower shall have delivered to Lender, at Borrower’s sole cost and expense, a non-consolidation opinion in form and substance acceptable to the Rating Agencies reflecting the mezzanine loan under this Section 2.15(b); (viii) Borrower shall have paid or reimbursed Lender for all reasonable, out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the mezzanine loan and Borrower shall have paid or shall have caused the mezzanine borrower to pay all title premiums, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the mezzanine loan under this Section 2.15(b); and (ix) Borrower shall certify in writing to Lender that the requirements set forth in this Section 2.15 (b) have been satisfied.

Permitted Mezzanine Financing. (a) Notwithstanding anything herein to the contrary, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) the Debt Service Coverage Ratio for the twelve (12) month period trailing the date of determination is at least 1.5:1, and (iii) the principal amount of the Loan as of the date of determination does not exceed seventy percent (70%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s 's sole cost and expense, dated not more than sixty (60) days prior to the date of determination, Borrower may, at Borrower’s 's sole cost and expense, elect on a one-time basis to obtain a mezzanine loan (a “"Mezzanine Loan”") from a lender or lenders (any such party or parties, collectively, the “"Mezzanine Lender”"), which Mezzanine Loan may be secured by a pledge of Mezzanine Borrower’s 's (hereinafter defined) direct equity interests in Borrower or in any SPE Equity Owner; provided, further, that Borrower shall be permitted hereunder to obtain a Mezzanine Loan only upon satisfaction of the following additional terms and conditions: (i) Lender shall have received at least sixty (60) and no more than ninety (90) days’ ' prior written notice of the proposed Mezzanine Loan; (ii) the aggregate unpaid principal amounts of the Loan and the Mezzanine Loan immediately after the effective date of the Mezzanine Loan shall not exceed seventy five percent (75%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s 's sole cost and expense, dated not more than sixty (60) days prior to the date of determination; (iii) the Combined Debt Service Coverage Ratio for the period from the effective date of the Mezzanine Loan through the Maturity Date, as reasonably determined by Lender, is at least 1.4:1.00 1.35:1.00 based upon the assumption that Adjusted Net Cash Flow for such period will be consistent with Adjusted Net Cash Flow for the twelve (12) month period trailing the effective date of the Mezzanine Loan; (iv) the term of the Mezzanine Loan (including any extension terms) shall be co-terminus with the term of the Loan; (v) Borrower shall have created and inserted into Borrower’s 's organizational structure a new Single-Purpose Entity (the “"Mezzanine Borrower”") which will be wholly-owned by the equity owners of Borrower, and the sole asset of which will be all of the direct and indirect equity interests in Borrower and/or SPE Equity Owner; (vi) the Mezzanine Lender shall have executed and delivered to Lender a mezzanine intercreditor agreement in substantial conformity to intercreditor agreements required by the Rating Agencies; (vii) Borrower shall have delivered to Lender written confirmation from each Rating Agency that the Mezzanine Loan would not result in a downgrade, qualification or withdrawal of the then current ratings assigned to any security issued in connection with a Secondary Market Transaction; (viii) Borrower shall have delivered to Lender, at Borrower’s 's sole cost and expense, a non-consolidation opinion in form and substance acceptable to the Rating Agencies reflecting the Mezzanine Loan; (ix) Borrower shall have paid or reimbursed Lender for all reasonable, out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ ' fees and disbursements) in connection with the Mezzanine Loan and Borrower shall have paid or shall have caused Mezzanine Borrower to pay all title premiums, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the Mezzanine Loan; and (x) Borrower shall certify in writing to Lender that the requirements set forth in this Section 2.15 (a) have been satisfied. In connection with the foregoing, Lender agrees that, upon satisfaction of the terms and conditions of clauses (i) through (x) of this Section 2.15(a), Lender shall cooperate with Borrower and Lender shall use good faith efforts to facilitate the consummation of the Mezzanine Loan. Notwithstanding anything in this Loan Agreement to the contrary, Lender shall not have any obligation to provide mezzanine financing to Borrower or any Affiliate or principal of Borrower. (b) In connection with any Permitted Transfer set forth in clause (A)(ix) of the definition thereof, the Borrower selling its interest in any Individual Property, or Ashford Hospitality Trust, Inc., a Maryland corporation, or any Affiliate of Ashford Hospitality Trust, Inc., may provide mezzanine financing for the purchase of the Individual Properties, subject to the following terms and conditions: (i) no Event of Default shall have occurred and is continuing; (ii) the aggregate principal amounts of the mezzanine financing to be provided under this Section 2.15(b) and any other financing obtained by such purchaser shall not exceed 90% of the price for which such purchaser is purchasing the Individual Properties; (iii) the term of the mezzanine loan provided under this Section 2.15(b) (including any extension terms) shall be co-terminus with the term of the Loan; (iv) there shall be a new Single-Purpose Entity inserted in purchaser’s 's organizational structure which will be wholly-owned by the equity owners of such purchaser, and the sole asset of which will be all of the direct and indirect equity interests in purchaser; (v) the mezzanine lender shall have executed and delivered to Lender a mezzanine intercreditor agreement in substantial conformity to intercreditor agreements required by the Rating Agencies; (vi) Borrower shall have delivered to Lender written confirmation from each Rating Agency that the mezzanine loan under this Section 2.15(b) would not result in a downgrade, qualification or withdrawal of the then current ratings assigned to any security issued in connection with a Secondary Market Transaction; (vii) Borrower shall have delivered to Lender, at Borrower’s 's sole cost and expense, a non-consolidation opinion in form and substance acceptable to the Rating Agencies reflecting the mezzanine loan under this Section 2.15(b); (viii) Borrower shall have paid or reimbursed Lender for all reasonable, out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ ' fees and disbursements) in connection with the mezzanine loan and Borrower shall have paid or shall have caused the mezzanine borrower to pay all title premiums, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the mezzanine loan under this Section 2.15(b); and (ix) Borrower shall certify in writing to Lender that the requirements set forth in this Section 2.15 (b) have been satisfied.

Permitted Mezzanine Financing. (a) Notwithstanding the provisions of Section 7.2 hereof or anything herein to the contrarycontrary contained herein, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) the Debt Service Coverage Ratio for the twelve (12) month period trailing the date of determination is at least 1.5:1, and (iii) the principal amount in connection with an assumption of the Loan as pursuant to Section 7.5 or simultaneous with the repayment in full of the date Mezzanine Loan, the holders of determination does not exceed seventy percent (70%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s sole cost and expense, dated not more than sixty (60) days prior to the date of determination, direct and/or indirect equity interests in Transferee or in Borrower may, at Borrower’s sole cost and expense, elect on a one-time basis to may obtain a mezzanine loan (a the “Permitted Mezzanine LoanFinancing”) from a lender or lenders (any such party or parties, collectively, the “Mezzanine Lender”), which Mezzanine Loan may be secured by a pledge of Mezzanine Borrower’s (hereinafter defined) direct equity interests in Borrower or in any SPE Equity Owner; provided, further, provided that Borrower shall be permitted hereunder to obtain a Mezzanine Loan only upon satisfaction each of the following additional terms and conditionsconditions are satisfied: (ia) Lender shall have received at least sixty forty-five (6045) and no more than ninety (90) days’ days prior written notice of such proposed mezzanine loan and shall have approved in writing the terms of the proposed Mezzanine Loanmezzanine loan (including, without limitation, all of the economic terms); (iib) the aggregate unpaid principal amounts No Event of the Loan Default shall have occurred and the Mezzanine Loan immediately after the effective date of the Mezzanine Loan shall not exceed seventy five percent (75%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s sole cost and expense, dated not more than sixty (60) days prior to the date of determinationbe continuing; (iiic) the Combined Debt Service Coverage Ratio for the period from the effective date of the Mezzanine Loan through the Maturity Date, as reasonably determined by Lender, The proposed mezzanine loan is at least 1.4:1.00 based upon the assumption that Adjusted Net Cash Flow for such period will be consistent with Adjusted Net Cash Flow for the twelve (12) month period trailing the effective date of the Mezzanine Loan; (iv) the term of the Mezzanine Loan (including any extension terms) shall be co-terminus with the term of the Loan; (v) Borrower shall have created and inserted into Borrower’s organizational structure a new Single-Purpose Entity (the “Mezzanine Borrower”) which will be wholly-owned not secured other than by the equity owners of Borrower, and the sole asset of which will be all of the direct and and/or indirect equity interests in Borrower and/or (other than any SPE Equity OwnerComponent Entity); (vid) The holder of the Permitted Mezzanine Financing and Lender shall have executed and delivered to Lender execute a mezzanine customary, market based intercreditor agreement in substantial conformity to intercreditor agreements required by the Rating Agencies; (vii) Borrower shall have delivered to Lender written confirmation from each Rating Agency that the Mezzanine Loan would not result in a downgrade, qualification or withdrawal of the then current ratings assigned to any security issued in connection with a Secondary Market Transaction; (viii) Borrower shall have delivered to Lender, at Borrower’s sole cost and expense, a non-consolidation opinion in form and substance acceptable to the Rating Agencies reflecting holder of the Permitted Mezzanine Loan; (ix) Borrower shall have paid or reimbursed Lender for all reasonable, out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the Mezzanine Loan and Borrower shall have paid or shall have caused Mezzanine Borrower to pay all title premiums, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the Mezzanine Loan; and (x) Borrower shall certify in writing to Lender that the requirements set forth in this Section 2.15 (a) have been satisfied. In connection with the foregoingFinancing, Lender agrees thatand, upon satisfaction of the terms and conditions of clauses (i) through (x) of this Section 2.15(a)following Securitization, Lender shall cooperate with Borrower and Lender shall use good faith efforts to facilitate the consummation of the Mezzanine Loan. Notwithstanding anything in this Loan Agreement to the contrary, Lender shall not have any obligation to provide mezzanine financing to Borrower or any Affiliate or principal of Borrower. (b) In connection with any Permitted Transfer set forth in clause (A)(ix) of the definition thereof, the Borrower selling its interest in any Individual Property, or Ashford Hospitality Trust, Inc., a Maryland corporation, or any Affiliate of Ashford Hospitality Trust, Inc., may provide mezzanine financing for the purchase of the Individual Properties, subject to the following terms and conditions: (i) no Event of Default shall have occurred and is continuing; (ii) the aggregate principal amounts of the mezzanine financing to be provided under this Section 2.15(b) and any other financing obtained by such purchaser shall not exceed 90% of the price for which such purchaser is purchasing the Individual Properties; (iii) the term of the mezzanine loan provided under this Section 2.15(b) (including any extension terms) shall be co-terminus with the term of the Loan; (iv) there shall be a new Single-Purpose Entity inserted in purchaser’s organizational structure which will be wholly-owned by the equity owners of such purchaser, and the sole asset of which will be all of the direct and indirect equity interests in purchaser; (v) the mezzanine lender shall have executed and delivered to Lender a mezzanine intercreditor agreement in substantial conformity to intercreditor agreements required by the Rating Agencies; (vie) Borrower Lender shall have delivered to Lender written confirmation from each Rating Agency determined that the mezzanine loan under this Section 2.15(bDebt Yield for the Property (taking into account the Permitted Mezzanine Financing) would not result in on a downgrade, qualification or withdrawal of trailing twelve month basis shall be at least equal to 10% (the then current ratings assigned to any security issued in connection with a Secondary Market Transaction; (vii) Borrower shall have delivered to Lender, at Borrower’s sole cost and expense, a non-consolidation opinion in form and substance acceptable to Debt Yield on the Rating Agencies reflecting the mezzanine loan under this Section 2.15(bClosing Date); (viiif) Borrower Lender shall have paid determined that the ratio of the unpaid principal balance of the Loan and the Permitted Mezzanine Financing to the value of the remaining Property based on an updated as-is appraised value for the Property shall be equal to or reimbursed less than permitted ratio on the Closing Date (i.e. 60%); (g) Lender for shall have received a Rating Agency Confirmation with respect to the proposed mezzanine loan; and (h) Lender shall have received payment of all reasonable, reasonable out-of-of pocket costs and expenses incurred by Lender (includingexpenses, without limitation, including reasonable attorneys’ fees and disbursements) fees, in connection with the review of the proposed mezzanine loan and Borrower shall have paid or shall have caused the mezzanine borrower to pay all title premiums, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the mezzanine loan under this Section 2.15(b); and (ix) Borrower shall certify in writing to Lender that the requirements set forth in this Section 2.15 (b) have been satisfiedloan.

Permitted Mezzanine Financing. (a) Notwithstanding anything herein to For the contrary, provided that (i) no Default or Event avoidance of Default has occurred doubt and is continuing, (ii) notwithstanding the Debt Service Coverage Ratio for the twelve (12) month period trailing the date of determination is at least 1.5:1, restrictions contained in Section 6.2 hereof and (iii) the principal amount Article 5 of the Loan as of the date of determination does not exceed seventy percent Security Instrument, a constituent party or parties (70%direct or indirect) of Borrower (other than any SPE Component Entity) (collectively, the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at “Permitted Mezzanine Borrower’s sole cost and expense, dated not more than sixty (60”) days prior shall be permitted to the date of determination, Borrower may, at Borrower’s sole cost and expense, elect incur on a one-time basis to obtain a mezzanine loan (a “Mezzanine Loan”) from a lender or lenders (any such party or parties, collectively, the “Mezzanine Lender”), which Mezzanine Loan may be financing secured by a pledge of Permitted Mezzanine Borrower’s (hereinafter defined) direct or indirect equity interests in Borrower or in any SPE Equity Owner; provided, further, that Borrower shall be permitted hereunder to obtain a (the “Permitted Mezzanine Loan Financing”) only upon the satisfaction of the following additional terms and conditions, and if such conditions are satisfied, the Permitted Mezzanine Financing shall not be a Prohibited Transfer: (ia) No Default or Event of Default shall have occurred and be continuing; (b) Lender shall have received at least sixty thirty (6030) days’ and no more than ninety (90) days’ prior written notice of the proposed Permitted Mezzanine LoanFinancing; (iic) the aggregate unpaid Loan-To-Value Ratio, as determined by Lender, taking into account the outstanding principal amounts balance of the Loan and the Permitted Mezzanine Loan immediately after Financing (and the effective date of the mezzanine loan if Lender exercises its Mezzanine Loan Option pursuant to Section 11.6 hereof) shall not exceed seventy five percent (7566%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s sole cost and expense, dated not more than sixty (60) days prior to the date of determination; (iiid) the Combined Debt Service Coverage Ratio for shall be greater than or equal to 2.10 to 1.00 (when calculating the period from Debt Service in connection therewith, Debt Service shall be deemed to include the effective date of Debt Service hereunder, under the Permitted Mezzanine Loan through the Maturity Date, as reasonably determined by Lender, is at least 1.4:1.00 based upon the assumption that Adjusted Net Cash Flow for such period will be consistent Financing and under any mezzanine loan entered into in connection with Adjusted Net Cash Flow for the twelve (12) month period trailing the effective date of the Mezzanine LoanOption); (ive) the Permitted Mezzanine Financing shall bear interest at (i) a fixed rate or (b) a variable rate of interest, provided that, the Permitted Mezzanine Financing requires the Permitted Mezzanine Borrower to maintain an interest rate cap or other form of interest rate protection agreement acceptable to Lender throughout the term of the Permitted Mezzanine Loan Financing; (f) the loan term (including any extension terms) of the Permitted Mezzanine Financing shall be co-terminus with or longer than the term of the Loan; (vg) Borrower the Permitted Mezzanine Financing shall have created and inserted into be secured by a pledge of Permitted Mezzanine Borrower’s organizational structure a new Single-Purpose Entity direct or indirect interest in Borrower and/or any SPE Component Entity; (h) the holder of the Permitted Mezzanine Financing (the “Mezzanine BorrowerLender”) which will shall be wholly-owned by the equity owners of Borrower, and the sole asset of which will be all of the direct and indirect equity interests in Borrower and/or SPE Equity Ownera Qualified Transferee; (viI) the Mezzanine Lender shall have executed and delivered to Lender a mezzanine intercreditor agreement (the “Mezzanine Intercreditor Agreement”) in substantial conformity form and substance reasonably acceptable to intercreditor agreements Lender and (II) if required by Lender, a credit-worthy Person acceptable to Lender, shall have executed and delivered to Lender a guaranty of Mezzanine Lender’s obligations under the Rating AgenciesMezzanine Intercreditor Agreement (which shall include a springing guaranty of the obligations of Guarantor under the Guaranty and the Environmental Indemnity in the event Mezzanine Lender (or any affiliate, designee or nominee thereof) exercises any rights after an event of default under the documents evidencing the Permitted Mezzanine Financing that result in Guarantor no longer directly or indirectly Controlling Borrower); (viij) Borrower shall have delivered deliver to Lender written confirmation from each Rating Agency that a copy of documents and instruments evidencing and securing the Permitted Mezzanine Loan would not result in a downgrade, qualification or withdrawal of the then current ratings assigned to any security issued in connection with a Secondary Market TransactionFinancing; (viiik) Borrower shall have delivered deliver to Lender, at Borrower’s sole cost and expense, revised and/or updated versions of the opinions of counsel given in connection with the closing of the Loan (including, without limitation a nonNew Non-consolidation opinion in form and substance Consolidation Opinion) acceptable to the Rating Agencies Lender reflecting the Permitted Mezzanine LoanFinancing; (ixl) Borrower, at Borrower’s sole cost and expense, shall provide to Lender satisfactory (i.e., showing no liens other than Permitted Encumbrances) UCC searches, together with tax lien, bankruptcy, judgment and litigation searches with respect to the Property, the Borrower, any SPE Component Entity, Guarantor and Sponsor in the jurisdictions where each such Person has its principal place of business, was formed and/or resides, as applicable; (m) Borrower shall have paid or reimbursed Lender for all reasonable, out-of-out of pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the Permitted Mezzanine Loan Financing and Borrower shall have paid or shall have caused the Permitted Mezzanine Borrower to pay all title premiums, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the Permitted Mezzanine LoanFinancing. Borrower shall also have paid all costs and expenses of the Rating Agencies (including legal fees) incurred in connection with the Permitted Mezzanine Financing, if any; (n) Lender shall have received a Rating Agency Confirmation from the Rating Agencies with respect to the proposed Permitted Mezzanine Financing; and (xo) Borrower shall certify in writing deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.15 (a) 6.6 have been satisfied. In connection with the foregoing, If Lender agrees that, upon satisfaction of the terms and conditions of clauses (i) through (x) of this Section 2.15(a), Lender shall cooperate with Borrower and Lender shall use good faith efforts to facilitate the consummation of has exercised the Mezzanine Loan. Notwithstanding anything in this Loan Agreement to the contrary, Lender shall not have any obligation to provide mezzanine financing to Borrower or any Affiliate or principal of Borrower. (b) In connection with any Permitted Transfer Option set forth in clause (A)(ix) of the definition thereofSection 11.6 hereof, the Borrower selling its interest in any Individual Property, or Ashford Hospitality Trust, Inc., a Maryland corporation, or any Affiliate of Ashford Hospitality Trust, Inc., may provide mezzanine financing for the purchase of the Individual Properties, subject Permitted Mezzanine Financing hereunder shall be subordinate and junior to the following terms and conditions: (i) no Event of Default shall have occurred and is continuing; (ii) the aggregate principal amounts of the mezzanine financing to be provided under this loan, if any, contemplated in Section 2.15(b) and any other financing obtained by such purchaser shall not exceed 90% of the price for which such purchaser is purchasing the Individual Properties; (iii) the term of the mezzanine loan provided under this Section 2.15(b) (including any extension terms) shall be co-terminus with the term of the Loan; (iv) there shall be a new Single-Purpose Entity inserted in purchaser’s organizational structure which will be wholly-owned by the equity owners of such purchaser, and the sole asset of which will be all of the direct and indirect equity interests in purchaser; (v) the mezzanine lender shall have executed and delivered to Lender a mezzanine intercreditor agreement in substantial conformity to intercreditor agreements required by the Rating Agencies; (vi) Borrower shall have delivered to Lender written confirmation from each Rating Agency that the mezzanine loan under this Section 2.15(b) would not result in a downgrade, qualification or withdrawal of the then current ratings assigned to any security issued in connection with a Secondary Market Transaction; (vii) Borrower shall have delivered to Lender, at Borrower’s sole cost and expense, a non-consolidation opinion in form and substance acceptable to the Rating Agencies reflecting the mezzanine loan under this Section 2.15(b); (viii) Borrower shall have paid or reimbursed Lender for all reasonable, out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the mezzanine loan and Borrower shall have paid or shall have caused the mezzanine borrower to pay all title premiums, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the mezzanine loan under this Section 2.15(b); and (ix) Borrower shall certify in writing to Lender that the requirements set forth in this Section 2.15 (b) have been satisfied11.6 hereof.