Common use of Mezzanine Loans Clause in Contracts

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereof, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate principal balances of each of the Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor, and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan Documents. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 Article IX to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, and principal balances of each of the Loan and any New Mezzanine Loan(s) Loan amongst each other and to require the payment of the Loan and any New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread and amortization of the Loan and any New Mezzanine Loan(s) Loan following any such reallocation or modification change from the weighted average spread and amortization for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor, and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect)Loan. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan DocumentsLoan. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitizationin connection with the Mortgage Loan Closing, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), ) and to establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of each of the Loan and the Mortgage Loan and any New Mezzanine Loan(s) Loan amongst each other and to require the payment of the Loan, the Mortgage Loan and any New Mezzanine Loan(s) Loan, in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan, the Mortgage Loan and any New Mezzanine Loan(s) ), following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) but the Loan be subject weighted average spread may subsequently change due to any interest rate floorinvoluntary prepayments or if an Event of Default shall occur), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.25.1.33, all in form and substance substantially the same as those required to be delivered pursuant to the 8 Property Mezzanine Loan Agreement and as otherwise reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan DocumentsLoan. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower Borrower, Xxxxxx Borrowers and Xxxxxx Cushion Entity, shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan DocumentsDocuments and the Mortgage Loans, as amended and an Additional Insolvency Opinion for the Loan and the Mortgage Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary contrary, each of Borrower and subject to the cap on costs and expenses set forth in the last paragraph thereof, Borrower Maryland Owner covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of each of the Loan, the Mezzanine Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by LenderLender such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan; provided, that, Lender agrees that (i) in no event shall (A) the weighted average spread of Loan, the Mezzanine Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect shall immediately preceding after such reallocation, modification or and creation of any New Mezzanine Loan(s) and (B) have the same initial weighted average coupon of the Loan be subject and the Mezzanine Loan prior to such reallocation, modification and creation of any interest rate floorNew Mezzanine Loan(s), notwithstanding that the Loan, the Mezzanine Loan and (ii) such any New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other thanmay, in each caseconnection with the application of principal to and among the Loan, administratively or in a de minimus respectthe Mezzanine Loan and any New Mezzanine Loan(s), subsequently cause the weighted average coupon of the Loan, the Mezzanine Loan and any New Mezzanine Loan(s) to change. Borrower and Maryland Owner shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower and Maryland Owner shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan DocumentsLoan. In addition, Borrower and Maryland Owner shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of each of Borrower, Maryland Owner and Mezzanine Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine BorrowerBorrower and each of Borrower and Maryland Owner shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof. Further, in connection with any New Mezzanine Loan, Borrower and Maryland Owner shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents and the Mezzanine Loan Documents, in each case, as amended amended, and an Additional Insolvency Opinion for the Loan and the Mezzanine Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender (with the consent of Mortgage Lender, Mezzanine A Lender and Mezzanine B Lender) shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of each of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) Loan amongst each other and to require the payment of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) but the Loan be subject weighted average spread may subsequently change due to any interest rate floorinvoluntary prepayments or if an Event of Default shall occur), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan DocumentsLoan. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower Borrower, Mortgage Borrower, any Senior Mezzanine Borrower, shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan DocumentsDocuments and the Mortgage Loan, the Mezzanine A Loan and the Mezzanine B Loan, as amended so amended, and an Additional Insolvency Opinion for the Loan, the Mortgage Loan, the Mezzanine A Loan and the Mezzanine B Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies, but subject to substantially the same qualifications and exclusions as contained in the opinions delivered in connection with the closing of the Loan.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the principal balances of each of the Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor, and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are reasonably necessary in connection with the creation of such New Mezzanine Loan, provided however, Lender agrees that the Loan all and any New Mezzanine Loan(s) shall immediately after the creation of which shall be on substantially the New Mezzanine Loan(s) (a) have the same terms and conditions initial weighted average coupon as the Loan prior to the creation of the New Mezzanine Loan(s), notwithstanding that the Loan and any New Mezzanine Loan(s) may, in connection with the application of principal to the Loan and any New Mezzanine Loan(s), subsequently cause the weighted average spread of the Loan and any New Mezzanine Loan(s) to change (but not increase, except that the weighted average spread may subsequently increase due to involuntary prepayments or if an Event of Default shall occur), (b) shall not modify the Maturity Date, the aggregated outstanding principal balance of the Loan or any other material economic term of the Loan, (iii) shall not impose increased restrictions on equity transfers in Borrower (subject to restrictions included as a result of the fact that the New Mezzanine Loan(s) were created), (iv) shall not modify Borrower’s recourse obligations or require recourse to any Exculpated Parties (subject to requiring recourse to any Exculpated Parties that are formed in connection with the creation of the New Mezzanine Loan(s)) or (v) except as set forth below in this Section 9.1.3 or in Section 9.1.2, shall not modify any other provision that materially increases Borrower’s or Guarantor’s or their Affiliates’ obligations or materially decreases Borrower’s or Guarantor’s or their Affiliates’ rights under the Loan Documents, other than to a de-minimis extent. In addition, Borrower shall cause the formation of one of, or more alternatively, shall use existing recycled special purpose, bankruptcy remote entities entities, in each case as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower, provided the same do not materially increase Borrower’s or Guarantor’s or their affiliates’ obligations or materially decrease Borrower’s or Guarantor’s or their affiliates’ rights under the Loan Documents, other than to a de-minimis extent. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loanamended, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.. 103

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, each Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate principal balances of each of the Loan and any New Mezzanine Loan(s) amongst each other and to reallocate the interest rate among the Loan and any new Mezzanine Loan(s) and to require the payment of the Loan and any New Mezzanine Loan(s) in such order to be made pro rata prior to an Event of priority as may be designated by LenderDefault; provided, that (i) in no event shall (A) the weighted average spread interest rate of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread interest rate for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents Documents, or materially decrease the rights of Borrower under the Loan Documents, or decrease Lender’s obligations under the Loan Documents (other than, or increase Lender’s rights under the Loan Documents provided that customary mezzanine loan provisions shall not constitute an increase in each case, administratively Lender’s rights or decrease in a de minimus respect)Borrower’s rights or increase in Borrower’s obligations. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine -120- Loan all of which shall be on substantially the same terms and conditions as the Loan Documents. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended amended, and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or and the Rating Agencies.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 Prior to the contrary Closing Date, the Company may approach the holders of the outstanding mezzanine loans of any of the JH Group Companies and subject their respective Subsidiaries (the “Mezzanine Lenders”) for the purpose of discussing and negotiating the terms (if any) on which the Mezzanine Lenders, or any of them, may be willing to exchange (a “Mezzanine Exchange”) an aggregate principal amount of their mezzanine loans not to exceed $35,000,000 for shares of Investor Class A Common Stock (the “Mezzanine Exchanged Shares”) upon the Closing. If the Company determines to proceed with any Mezzanine Exchange in accordance with the immediately preceding sentence then, prior to the cap on costs Closing, the Company, any Mezzanine Lenders participating in such Mezzanine Exchange and expenses set forth in the last paragraph thereof, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender Investor shall have the right after reasonable consultation with Borrower to create enter into one or more additional mezzanine loans loan exchange agreements (each, a “New Mezzanine LoanLoan Exchange Agreement”), which Mezzanine Loan Exchange Agreements shall value the Investor Class A Common Stock offered to establish different interest rates any Mezzanine Lenders participating in a Mezzanine Exchange at a per share price equal to ten dollars ($10); provided that such Mezzanine Exchange shall be on terms no less favorable to such Mezzanine Lenders than the best terms offered by the Investor and the Company (in consultation with each other) to reallocate principal balances of potential investors in the Investor Class A Common Stock as an incentive to invest in Investor (it being understood that if the per share price offered to any potential investor is less than ten dollars ($10) per share, then the Mezzanine Lenders participating in a Mezzanine Exchange shall be entitled to participate at the lowest per share price offered to such potential investors). If the Company determines to proceed with any Mezzanine Exchange, then each of the Loan Company and any New Mezzanine Loan(s) amongst each other and Investor shall use their commercially reasonable efforts to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may take, or cause to be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor, and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2taken, all in form actions and substance reasonably satisfactory do, or cause to Borrowerbe done, Lender and all things necessary, proper or advisable to consummate the Rating Agencies, including, without limitation, in connection with transactions contemplated by the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be Exchange Agreements on substantially the same terms and conditions as the Loan Documents. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agenciesdescribed therein.

Mezzanine Loans. Notwithstanding Subject to Section 9.1.3, and without limiting the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofSubsections 9.1.1- 9.1.3, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the spreads and principal balances of each of the Loan Loan, and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall (Aa) the weighted average spread of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor, and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations or (b) the application of prepayments permitted or required under this Agreement (other than the application of Net Proceeds or the application of payments received during the existence of an Event of Default) be made other than pro rata among the New Mezzanine Loan and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect)so as to avoid “rate creep”. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.4, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan DocumentsLoan. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary (a) Lender, without in any way limiting Lender's other rights hereunder, in its sole and subject to the cap on costs and expenses set forth in the last paragraph thereofabsolute discretion, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower at any time to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the Release Amounts among the Loan and the mezzanine loan(s) on a pro rata basis); provided that (i) the aggregate principal balances of each amount of the Loan and any New Mezzanine Loan(ssuch mezzanine loan(s) amongst each other and to require shall equal the payment outstanding principal balance of the Loan and any New Mezzanine Loan(s) in immediately prior to the creation of such order of priority as may be designated by Lender; providedmezzanine loan(s), that (i) in no event shall (Aii) the weighted average interest rate spread of the Loan and any New Mezzanine Loan(sall such mezzanine loan(s) following any such reallocation or modification change from shall on the date created equal the weighted average interest rate spread for all in effect which was applicable to the Loan immediately preceding such reallocation, modification or prior to the creation of any New Mezzanine Loan(ssuch mezzanine loan(s) (other than during 105 the continuance of an Event of Default due to the application of a principal payment) and (Biii) the aggregate of the debt service payments on the Loan be subject to any interest rate floor, and (iiall such mezzanine loan(s) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities shall on the date created equal the debt service payment which was due under the Loan Documents or materially decrease immediately prior to the rights creation of such mezzanine loan(s). Except during the continuance of an Event of Default, all amounts applied to repayment of principal shall be applied pro rata and pari passu to the Loan and such mezzanine loans. Each of Borrower under the Loan Documents (other than, shall cooperate with all reasonable requests of Lender in each case, administratively or in a de minimus respect). Borrower order to establish such mezzanine loan(s) and shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances and any Rating Agency in connection with this Section 9.1.2therewith, all in form and substance substantially similar to the applicable Loan Documents and reasonably satisfactory to Borrower, Lender and satisfactory to any Rating Agency, including the Rating Agencies, including, without limitation, in connection with the creation severance of any New Mezzanine Loan, a promissory note and loan security documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan Documentsif requested. In additionAdditionally, Borrower shall cause the formation of one or more special special-purpose, bankruptcy bankruptcy-remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (eachsuch mezzanine loan(s), a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrowersuch new mezzanine borrower. Further, in connection with any New Mezzanine Loansuch new mezzanine loan(s), Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan such mezzanine loan(s) and the Loan Documents, as amended and amended, an Additional Insolvency Opinion for the Loan and Loan, a substantive non-consolidation opinion with respect to any New Mezzanine Loansuch mezzanine loan(s) and such other opinions as are reasonably requested by Lender, each as reasonably acceptable to Lender, prospective investors Lender and/or the Rating Agencies. Borrower shall also deliver an Eagle-9 (or similar) title insurance policy with respect to the collateral to be pledged in connection with any such mezzanine loan(s), an endorsement to the owner's title insurance policy and such other agreements and documents as are reasonably requested by Lender. In the event Borrower fails to execute and deliver such documents to Lender within thirty (30) days following such request by Lender or such shorter period of time as may be requested by Lender due to Lender's then current anticipated schedule of any Securitization, 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, each of Borrower ratifying all that such attorney shall do by virtue thereof.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitizationsale of all or a portion of the Loan, Lender shall have the right after reasonable consultation with Borrower at Lender’s sole cost and expense to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate principal balances of each of the Loan and any New Mezzanine Loan(s) amongst each other and to reallocate the interest rate among the Loan and any new Mezzanine Loan(s) and to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread interest rate of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread interest rate for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.1, at no out-of-pocket expense to Borrower, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, if applicable, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan Documents. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and subject to the cap on costs and expenses set forth in the last paragraph thereofabsolute discretion, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower at any time to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the Release Amounts among the Loan and the mezzanine loan(s) on a pro rata basis); provided that (i) the aggregate principal balances of each amount of the Loan and any New Mezzanine Loan(ssuch mezzanine loan(s) amongst each other and to require shall equal the payment outstanding principal balance of the Loan and any New Mezzanine Loan(s) in immediately prior to the creation of such order of priority as may be designated by Lender; providedmezzanine loan(s), that (i) in no event shall (Aii) the weighted average interest rate spread of the Loan and any New Mezzanine Loan(sall such mezzanine loan(s) following any such reallocation or modification change from shall on the date created equal the weighted average interest rate spread for all in effect which was applicable to the Loan immediately preceding such reallocation, modification or prior to the creation of any New Mezzanine Loan(ssuch mezzanine loan(s) (other than during the continuance of an Event of Default due to the application of a principal payment) and (Biii) the aggregate of the debt service payments on the Loan be subject to any interest rate floor, and (iiall such mezzanine loan(s) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities shall on the date created equal the debt service payment which was due under the Loan Documents or materially decrease immediately prior to the rights creation of such mezzanine loan(s). Except during the continuance of an Event of Default, all amounts applied to repayment of principal shall be applied pro rata and pari passu to the Loan and such mezzanine loans. Each of Borrower under the Loan Documents (other than, shall cooperate with all reasonable requests of Lender in each case, administratively or in a de minimus respect). Borrower order to establish such mezzanine loan(s) and shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances and any Rating Agency in connection with this Section 9.1.2therewith, all in form and substance substantially similar to the applicable Loan Documents and reasonably satisfactory to Borrower, Lender and satisfactory to any Rating Agency, including the Rating Agencies, including, without limitation, in connection with the creation severance of any New Mezzanine Loan, a promissory note and loan security documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan Documentsif requested. In additionAdditionally, Borrower shall cause the formation of one or more special special-purpose, bankruptcy bankruptcy-remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (eachsuch mezzanine loan(s), a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrowersuch new mezzanine borrower. Further, in connection with any New Mezzanine Loansuch new mezzanine loan(s), Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan such mezzanine loan(s) and the Loan Documents, as amended and amended, an Additional Insolvency Opinion for the Loan and Loan, a substantive non-consolidation opinion with respect to any New Mezzanine Loansuch mezzanine loan(s) and such other opinions as are reasonably requested by Lender, each as reasonably acceptable to Lender, prospective investors Lender and/or the Rating Agencies. Borrower shall also deliver an Eagle-9 (or similar) title insurance policy with respect to the collateral to be pledged in connection with any such mezzanine loan(s), an endorsement to the owner’s title insurance policy and such other agreements and documents as are reasonably requested by Lender. In the event Borrower fails to execute and deliver such documents to Lender within thirty (30) days following such request by Lender or such shorter period of time as may be requested by Lender due to Lender’s then current anticipated schedule of any Securitization, 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, each of Borrower ratifying all that such attorney shall do by virtue thereof.

Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the principal balances of each of the Loan and any New Mezzanine Loan(sthe Mortgage Loan between each other, provided that (i) amongst each other and to require the payment of the Loan and any New Mezzanine Loan(s) in such order the Mortgage Loan continue to be paid pro rata prior to an Event of priority as may be designated by Lender; providedDefault, that (i) in no event shall (Aii) the weighted average spread of the Loan and any New Mezzanine Loan(s) the Mortgage Loan following any such reallocation or modification change shall not be changed from the weighted average spread for all interest rate in effect immediately preceding such reallocationreallocation or modification prior to an Event of Default, modification or creation of any New Mezzanine Loan(s) and (Biii) the total loan amounts for the mortgage and mezzanine loans shall equal the then outstanding amount of the Mortgage Loan be subject and the Loan immediately prior to any interest rate floorLender’s restructuring pursuant to this Section 9.1.3, and (iiiv) such New Mezzanine Loan(s) modifications will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially Mortgage Borrower’s obligations and liabilities under the Mortgage Loan Documents, or decrease the Borrower’s rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible Mortgage Borrower’s rights under the circumstances in connection with this Section 9.1.2Mortgage Loan Documents, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to or decrease Lender’s obligations under the Loan Documents as are necessary in connection with or Mortgage Lender’s obligations under the creation of such New Mezzanine Mortgage Loan all of which Documents, or increase Lender’s rights under the Loan Documents or Mortgage Lender’s rights under the Mortgage Loan Documents and (v) no additional mortgage tax shall be on substantially the same terms and conditions as the Loan Documents. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, due with respect to the Security Instruments, provided that, if additional mortgage tax shall be due executionand Lender shall agree to pay such additional mortgage tax at its sole cost and expense, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agenciessuch additional mortgage tax shall not prevent Lender from exercising its rights under this Section 9.1.3(a).

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the principal balances of each of the Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor, and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are reasonably necessary in connection with the creation of such New Mezzanine Loan, provided however, Lender agrees that the Loan all and any New Mezzanine Loan(s) shall immediately after the creation of which shall be on substantially the New Mezzanine Loan(s) (a) have the same terms and conditions initial weighted average coupon as the Loan prior to the creation of the New Mezzanine Loan(s), notwithstanding that the Loan and any New Mezzanine Loan(s) may, in connection with the application of principal to the Loan and any New Mezzanine Loan(s), subsequently cause the weighted average spread of the Loan and any New Mezzanine Loan(s) to change (but not increase, except that the weighted average spread may subsequently increase due to involuntary prepayments or if an Event of Default shall occur), (b) shall not modify the Maturity Date, the aggregated outstanding principal balance of the Loan or any other material economic term of the Loan, (iii) shall not impose increased restrictions on equity transfers in Borrower (subject to restrictions included as a result of the fact that the New Mezzanine Loan(s) were created), (iv) shall not modify Borrower’s recourse obligations or require recourse to any Exculpated Parties (subject to requiring recourse to any Exculpated Parties that are formed in connection with the creation of the New Mezzanine Loan(s)) or (v) except as set forth below in this Section 9.1.3 or in Section 9.1.2, shall not modify any other provision that materially increases Borrower’s or Guarantor’s or their Affiliates’ obligations or materially decreases Borrower’s or Guarantor’s or their Affiliates’ rights under the Loan Documents, other than to a de-minimis extent. In addition, Borrower shall cause the formation of one of, or more alternatively, shall use existing recycled special purpose, bankruptcy remote entities entities, in each case as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower, provided the same do not materially increase Borrower’s or Guarantor’s or their affiliates’ obligations or materially decrease Borrower’s or Guarantor’s or their affiliates’ rights under the Loan Documents, other than to a de-minimis extent. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loanamended, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.

Mezzanine Loans. (a) Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the principal balances of each of the Loan and any New the Mezzanine Loan(sLoan between each other, provided that (i) amongst each other and to require the payment of the Loan and any New the Mezzanine Loan(s) in such order Loan continue to be paid pro rata prior to an Event of priority as may be designated by Lender; providedDefault, that (i) in no event shall (Aii) the weighted average spread of the Loan and any New the Mezzanine Loan(s) Loan following any such reallocation or modification change shall not be changed from the weighted average spread for all interest rate in effect immediately preceding such reallocationreallocation or modification prior to an Event of Default, modification or creation of any New Mezzanine Loan(s) and (Biii) the total loan amounts for the mortgage and mezzanine loans shall equal the then outstanding amount of the Mortgage Loan be subject and the Mezzanine Loan immediately prior to any interest rate floorLender’s restructuring pursuant to this Section 9.1.3, and (iiiv) such New Mezzanine Loan(s) modifications will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially Mezzanine Borrower’s obligations and liabilities under the Mezzanine Loan Documents, or decrease the Borrower’s rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible Mezzanine Borrower’s rights under the circumstances in connection with this Section 9.1.2Mezzanine Loan Documents, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to or decrease Lender’s obligations under the Loan Documents as are necessary in connection with or Mezzanine Lender’s obligations under the creation of such New Mezzanine Loan all of which Documents, or increase Lender’s rights under the Loan Documents or Mezzanine Lender’s rights under the Mezzanine Loan Documents and (v) no additional mortgage tax shall be on substantially the same terms and conditions as the Loan Documents. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, due with respect to the Security Instruments, provided that, if additional mortgage tax shall be due executionand Lender shall agree to pay such additional mortgage tax at its sole cost and expense, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agenciessuch additional mortgage tax shall not prevent Lender from exercising its rights under this Section 9.1.3(a).

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary contrary, Borrowers covenant and subject to the cap on costs and expenses set forth in the last paragraph thereof, Borrower covenants and agrees agree that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New "Mezzanine Loan”"), to establish different interest rates and to reallocate principal balances of each of the Loan and any New Mezzanine Loan(s) amongst each other and to reallocate the interest rate among the Loan and any Mezzanine Loan(s) and to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread interest rate of the Loan and any New Mezzanine Loan(s) at any time, other than following an event of default, following any such reallocation or modification change from the weighted average spread interest rate for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s Borrowers’ obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower Borrowers under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower Borrowers shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to BorrowerBorrowers, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower Borrowers shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan Documents. In addition, Borrower Borrowers shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New "Mezzanine Borrower”") and the applicable organizational documents of Borrower Borrowers shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower Borrowers shall deliver to Lender (i) opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan; (ii) UCC-9 insurance policies for the Mezzanine Loan; and (iii) a mezzanine endorsement to the Title Insurance Policy, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies. All reasonable third party costs and expenses incurred by Borrower or Lender in connection with Borrower's complying with requests made under this Section 9.1.2 shall be paid by Borrower.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a SecuritizationSecuritization of the Loan, Mortgage Loan or the Senior Mezzanine Loan, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of each of the Loan, the Mortgage Loan, the Senior Mezzanine Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mortgage Loan, the Senior Mezzanine Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by LenderLender such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan; provided, that, Lender agrees that (i) in no event shall (A) the weighted average spread of Loan, the Mortgage Loan, the Senior Mezzanine Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect shall immediately preceding after such reallocation, modification or and creation of any New Mezzanine Loan(s) have the same initial weighted average coupon of the Loan, the Mortgage Loan and (B) the Senior Mezzanine Loan be subject prior to such reallocation, modification and creation of any interest rate floorNew Mezzanine Loan(s), notwithstanding that the Loan, the Mortgage Loan, the Senior Mezzanine Loan and (ii) such any New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.2, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitationmay, in connection with the creation application of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan Documents. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.-98-

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender (with the consent of Mortgage Lender, Mezzanine A Lender and Mezzanine C Lender) shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of each of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine C Loan and any New Mezzanine Loan(s) Loan amongst each other and to require the payment of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine C Loan and any New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine C Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) but the Loan be subject weighted average spread may subsequently change due to any interest rate floorinvoluntary prepayments or if an Event of Default shall occur), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan DocumentsLoan. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower, Mortgage Borrower, Mezzanine A Borrower and Mezzanine C Borrower, shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan DocumentsDocuments and the Mortgage Loan, the Mezzanine A Loan, the Mezzanine C Loan and, as amended and an Additional Insolvency Opinion for the Loan, the Mortgage Loan, the Mezzanine A Loan and the Mezzanine C Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies, but subject to substantially the same qualifications and exclusions as contained in the opinions delivered in connection with the closing of the Loan.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees Baltimore Owner covenant and agree that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of each of the Loan, the Mezzanine Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mezzanine Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan, the Mezzanine Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) but the Loan be subject weighted average spread may subsequently change due to any interest rate floor, and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents involuntary prepayments or materially decrease the rights if an Event of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respectDefault shall occur). Borrower and Baltimore Owner shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower and Baltimore Owner shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan DocumentsLoan. In addition, Borrower and Baltimore Owner shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower, Baltimore Owner and Mezzanine Borrower shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower and Baltimore Owner shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents and Mezzanine Loan Documents, as amended and an Additional Insolvency Opinion for the Loan and the Mezzanine Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies, but subject to substantially the same qualifications and exclusions as contained in the opinions delivered in connection with the closing of the Loan.

Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereofcontrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender (with the consent of Mortgage Lender, Mezzanine B Lender and Mezzanine C Lender) shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of each of the Loan, the Mortgage Loan, the Mezzanine B Loan, the Mezzanine C Loan and any New Mezzanine Loan(s) Loan amongst each other and to require the payment of the Loan, the Mortgage Loan, the Mezzanine B Loan, the Mezzanine C Loan and any New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan, the Mortgage Loan, the Mezzanine B Loan, the Mezzanine C Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) but the Loan be subject weighted average spread may subsequently change due to any interest rate floorinvoluntary prepayments or if an Event of Default shall occur), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimus respect). Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.1.29.1.3, all in form and substance reasonably satisfactory to Borrower, Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents and the Mezzanine Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan all of which shall be on substantially the same terms and conditions as the Loan DocumentsLoan. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower, Mortgage Borrower, Mezzanine B Borrower and Mezzanine C Borrower, shall be amended and modified as reasonably necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel, in substantially the same form as were delivered in connection with the Loan, counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan DocumentsDocuments and the Mortgage Loan, the Mezzanine B Loan and the Mezzanine C Loan, as so amended and an Additional Insolvency Opinion for the Loan, the Mortgage Loan, the Mezzanine B Loan and the Mezzanine C Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies, but subject to substantially the same qualifications and exclusions as contained in the opinions delivered in connection with the closing of the Loan.