Common use of Subordinate Financing Clause in Contracts

Subordinate Financing. No secondary financing or encumbrance, or secured or unsecured Indebtedness, other than Permitted Indebtedness and Permitted Encumbrances, shall be permitted with respect to Borrower or the Property without Lender’s prior written consent, in its sole discretion. Notwithstanding the foregoing, Borrower shall have the right to incur a subordinate mezzanine financing or a preferred equity investment (as applicable, the “Subordinate Financing”) after the earlier of (a) the sixth (6th) Payment Date following a Securitization and (b) the twenty-fourth (24th) Payment Date following the Closing, provided that all of the following conditions are satisfied with respect to such Subordinate Financing: (i) the Aggregate Loan to Value Ratio shall not be greater than 57.1%; (ii) the Aggregate Debt Service Coverage Ratio shall not be less than 1.90:1.00; (iii) the Aggregate Debt Yield shall not be less than 9.00%; (iv) the Subordinate Financing shall be provided by a Subordinate Financing Approved Provider; (v) the structure of the Subordinate Financing, and all documents executed in connection with the Subordinate Financing (including any intercreditor agreement required by Lender) shall be in form and substance reasonably acceptable to Lender and subject to Lender’s prior written approval, in Lender’s reasonable discretion, and, subsequent to a Securitization, subject to the prior approval of any applicable Rating Agencies; (vi) Lender shall have received a notice from Borrower requesting Lender’s consent to the Subordinate Financing not less than thirty (30) days prior to the proposed date of closing of the Subordinate Financing; (vii) no Default or Event of Default has occurred and is continuing; (viii) the Subordinate Financing (i) shall be non-recourse, except for recourse carve-outs and environmental liabilities and obligations consistent with, and no more protective in favor of the indemnified party thereunder than, those set forth in the Guaranty or the Environmental Indemnity (as applicable); (ii) shall be secured only by a pledge of the direct or indirect ownership interests in Borrower or the most junior borrower under a New Mezzanine Loan, as applicable, and any accounts established under any separate mezzanine cash management arrangement, (iii) shall not be secured by the Property or any interest therein, and (iv) shall not be cross-collateralized or cross-defaulted with any other properties or loans (other than the Loan); (ix) Borrower shall have executed and/or delivered any amendments to the Loan Documents to reflect the existence of the Subordinate Financing and any other documents, instruments and/or agreements reasonably requested by Lender in each case in connection with the Subordinate Financing, including, but not limited to, amendments to the existing Cash Management Agreement and Clearing Account Agreement in order to modify the cash management structure in place to reflect a ‘hard’ lockbox and ‘hard’ cash management structure in connection with the Loan, each such amendment in form and substance acceptable to Lender, in its reasonable discretion; (x) Borrower shall executed and/or delivered revised organizational documents for Borrower and/or any applicable direct or indirect owners of Borrower, which organizational documents shall be reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies in their sole discretion; (xi) if required by any of the applicable Rating Agencies or Lender, Borrower shall have delivered (i) if the Loan Documents are amended pursuant to Section 5.2.11(ix), updated opinions of counsel as to due execution and enforceability concerning the Property, Borrower, Guarantor and their respective Affiliates and the Loan Documents, (ii) an Additional Insolvency Opinion, and (iii) any other customary opinions; and (xii) Borrower shall have obtained a Rating Agency Confirmation from each applicable Rating Agency with respect to the Subordinate Financing.

Subordinate Financing. No secondary financing If Grantor, without the prior written consent of Beneficiary, executes or encumbrancedelivers any pledge, security agreement, mortgage or deed of trust covering all or any portion of the Property (hereinafter called “Subordinate Mortgage”), Beneficiary may, at Beneficiary’s option, which option may be exercised at any time following such pledge, security agreement, mortgage or deed of trust, without demand, presentment, protest, notice of protest, notice of intent to accelerate, notice of acceleration or other notice, or secured any other action, all of which are hereby waived by Grantor and all other parties obligated in any manner on the Obligation, declare the Obligation to be immediately due and payable. In the event of consent by Beneficiary to the granting of a Subordinate Mortgage, or unsecured Indebtednessin the event the above-described right of Beneficiary to declare the Obligation to be immediately due and payable upon the granting of a Subordinate Mortgage without the prior written consent of Beneficiary is determined by a court of competent jurisdiction to be unenforceable under the provisions of any applicable law, other than Permitted Indebtedness Grantor will not execute or deliver any Subordinate Mortgage unless (i) it shall contain express covenants to the effect: (a) that the Subordinate Mortgage is in all respects unconditionally subject and Permitted Encumbrancessubordinate to the liens and security interests evidenced by this Deed of Trust and each term and provision hereof, including, without limitation, the Assignment of Leases and Rents; (b) that if any action or proceeding shall be instituted to foreclose the Subordinate Mortgage (regardless of whether the same is a judicial proceeding or pursuant to a power of sale contained therein), no tenant of any portion of the Property will be named as a party defendant, nor will any action be taken with respect to the Property which would terminate any Lease without the prior written consent of Beneficiary; (c) that the Rents, if collected through a receiver or by the holder of the Subordinate Mortgage, shall be permitted with respect applied first to Borrower the Obligation, including principal and interest due and owing on or to become due and owing on the Property without Lender’s prior written consent, in its sole discretion. Notwithstanding Note and the foregoing, Borrower shall have the right to incur a subordinate mezzanine financing or a preferred equity investment (as applicable, the “Subordinate Financing”) after the earlier of (a) the sixth (6th) Payment Date following a Securitization and (b) the twenty-fourth (24th) Payment Date following the Closing, provided that all of the following conditions are satisfied with respect to such Subordinate Financing: (i) the Aggregate Loan to Value Ratio shall not be greater than 57.1%; (ii) the Aggregate Debt Service Coverage Ratio shall not be less than 1.90:1.00; (iii) the Aggregate Debt Yield shall not be less than 9.00%; (iv) the Subordinate Financing shall be provided by a Subordinate Financing Approved Provider; (v) the structure of the Subordinate Financingother indebtedness secured hereby, and all documents executed then to the payment of maintenance, operating charges, taxes, assessments, and disbursements incurred in connection with the Subordinate Financing ownership, operation and maintenance of the Property; and (including d) that if any intercreditor agreement required by Lender) action or proceeding shall be in form and substance reasonably acceptable brought to Lender and subject to Lender’s prior written approval, in Lender’s reasonable discretion, and, subsequent foreclose the Subordinate Mortgage (regardless of whether the same is a judicial proceeding or pursuant to a Securitizationpower of sale contained therein), subject written notice of the commencement thereof will be given to Beneficiary contemporaneously with the prior approval commencement of any applicable Rating Agencies; such action or proceeding; and (viii) Lender a copy thereof shall have received a notice from Borrower requesting Lender’s consent been delivered to the Subordinate Financing Beneficiary not less than thirty ten (3010) days prior to the proposed date of closing the execution of the such Subordinate Financing; (vii) no Default or Event of Default has occurred and is continuing; (viii) the Subordinate Financing (i) shall be non-recourse, except for recourse carve-outs and environmental liabilities and obligations consistent with, and no more protective in favor of the indemnified party thereunder than, those set forth in the Guaranty or the Environmental Indemnity (as applicable); (ii) shall be secured only by a pledge of the direct or indirect ownership interests in Borrower or the most junior borrower under a New Mezzanine Loan, as applicable, and any accounts established under any separate mezzanine cash management arrangement, (iii) shall not be secured by the Property or any interest therein, and (iv) shall not be cross-collateralized or cross-defaulted with any other properties or loans (other than the Loan); (ix) Borrower shall have executed and/or delivered any amendments to the Loan Documents to reflect the existence of the Subordinate Financing and any other documents, instruments and/or agreements reasonably requested by Lender in each case in connection with the Subordinate Financing, including, but not limited to, amendments to the existing Cash Management Agreement and Clearing Account Agreement in order to modify the cash management structure in place to reflect a ‘hard’ lockbox and ‘hard’ cash management structure in connection with the Loan, each such amendment in form and substance acceptable to Lender, in its reasonable discretion; (x) Borrower shall executed and/or delivered revised organizational documents for Borrower and/or any applicable direct or indirect owners of Borrower, which organizational documents shall be reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies in their sole discretion; (xi) if required by any of the applicable Rating Agencies or Lender, Borrower shall have delivered (i) if the Loan Documents are amended pursuant to Section 5.2.11(ix), updated opinions of counsel as to due execution and enforceability concerning the Property, Borrower, Guarantor and their respective Affiliates and the Loan Documents, (ii) an Additional Insolvency Opinion, and (iii) any other customary opinions; and (xii) Borrower shall have obtained a Rating Agency Confirmation from each applicable Rating Agency with respect to the Subordinate FinancingMortgage.

Subordinate Financing. No secondary financing If Mortgagor, without the prior written consent of Mortgagee, executes or encumbrancedelivers any pledge, security agreement, mortgage or deed of trust covering all or any portion of the Property (hereinafter called “Unauthorized Subordinate Mortgage”), Mortgagee may, at Mortgagee’s option, which option may be exercised at any time following such pledge, security agreement, mortgage or deed of trust, without demand, presentment, protest, notice of protest, notice of intent to accelerate, notice of acceleration or other notice, or secured any other action, all of which are hereby waived by Mortgagor and all other parties obligated in any manner on the Obligation, declare the Obligation to be immediately due and payable. In the event of consent by Mortgagee to the granting of a subordinate mortgage, or unsecured Indebtednessin the event the above-described right of Mortgagee to declare the Obligation to be immediately due and payable upon the granting of a Unauthorized Subordinate Mortgage without the prior written consent of Mortgagee is determined by a court of competent jurisdiction to be unenforceable under the provisions of any applicable law, other than Permitted Indebtedness Mortgagor will not execute or deliver any subordinate mortgage unless (i) it shall contain express covenants to the effect: (a) that the subordinate mortgage is in all respects unconditionally subject and Permitted Encumbrancessubordinate to the lien and security interest evidenced by this Mortgage and each term and provision hereof; (b) that if any action or proceeding shall be instituted to foreclose the subordinate mortgage (regardless of whether the same is a judicial proceeding or pursuant to a power of sale contained therein), no tenant of any portion of the Property will be named as a party defendant, nor will any action be taken with respect to the Property which would terminate any occupancy or tenancy of the Property without the prior consent of Mortgagee; (c) that the rents and profits, if collected through a receiver or by the holder of the subordinate mortgage, shall be permitted with respect applied first to Borrower the obligations secured by this Mortgage, including principal and interest due and owing on or to become due and owing under the Property without Lender’s prior written consent, in its sole discretion. Notwithstanding Loan Agreement and the foregoing, Borrower shall have the right to incur a subordinate mezzanine financing or a preferred equity investment (as applicable, the “Subordinate Financing”) after the earlier of (a) the sixth (6th) Payment Date following a Securitization and (b) the twenty-fourth (24th) Payment Date following the Closing, provided that all of the following conditions are satisfied with respect to such Subordinate Financing: (i) the Aggregate Loan to Value Ratio shall not be greater than 57.1%; (ii) the Aggregate Debt Service Coverage Ratio shall not be less than 1.90:1.00; (iii) the Aggregate Debt Yield shall not be less than 9.00%; (iv) the Subordinate Financing shall be provided by a Subordinate Financing Approved Provider; (v) the structure of the Subordinate Financingother indebtedness secured hereby, and all documents executed then to the payment of maintenance, operating charges, taxes, assessments, and disbursements incurred in connection with the Subordinate Financing ownership, operation and maintenance of the Property; and (including d) that if any intercreditor agreement required by Lender) action or proceeding shall be in form and substance reasonably acceptable brought to Lender and subject to Lender’s prior written approval, in Lender’s reasonable discretion, and, subsequent foreclose the subordinate mortgage (regardless of whether the same is a judicial proceeding or pursuant to a Securitizationpower of sale contained therein), subject notice of the commencement thereof will be given to Mortgagee contemporaneously with the prior approval commencement of any applicable Rating Agencies; such action or proceeding; and (viii) Lender a copy thereof shall have received a notice from Borrower requesting Lender’s consent been delivered to the Subordinate Financing Mortgagee not less than thirty ten (3010) days prior to the proposed date of closing the execution of such subordinate mortgage. Notwithstanding anything contained herein to the contrary, this provisions shall only be enforceable to the extent permitted under the laws of the State. For purposes of this Section, “Unauthorized Subordinate Financing; (vii) no Default Mortgage shall not mean any mortgage covering all or Event of Default has occurred and is continuing; (viii) the Subordinate Financing (i) shall be non-recourse, except for recourse carve-outs and environmental liabilities and obligations consistent with, and no more protective in favor any portion of the indemnified party thereunder than, those set forth in the Guaranty or the Environmental Indemnity (as applicable); (ii) shall be secured only Property given by a pledge of the direct or indirect ownership interests in Borrower or the most junior borrower under a New Mezzanine Loan, as applicable, and any accounts established under any separate mezzanine cash management arrangement, (iii) shall not be secured by the Property or any interest therein, and (iv) shall not be cross-collateralized or cross-defaulted with any other properties or loans (other than the Loan); (ix) Borrower shall have executed and/or delivered any amendments to the Loan Documents to reflect the existence of the Subordinate Financing and any other documents, instruments and/or agreements reasonably requested by Lender in each case Mortgagee in connection with that certain loan in the Subordinate Financingcombined amount of up to Twenty Five Million ($25,000,000) Dollars to ▇▇▇▇▇▇▇▇▇ International Bank and Resorts Funding Group, includingLLC both of whom are current stockholders and investors of the Mortgagor; provided, but not limited tohowever, amendments that any such loan to ▇▇▇▇▇▇▇▇▇ International Bank and Resorts Funding Group, LLC and the mortgage given in connection therewith shall be subordinate to the existing Cash Management Agreement and Clearing Account Agreement in order to modify the cash management structure in place to reflect a ‘hard’ lockbox and ‘hard’ cash management structure in connection with the Loan, each such amendment in form and substance acceptable to Lender, in its reasonable discretion; (x) Borrower shall executed and/or delivered revised organizational documents for Borrower and/or any applicable direct or indirect owners of Borrower, which organizational documents shall be reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies in their sole discretion; (xi) if required by any of the applicable Rating Agencies or Lender, Borrower shall have delivered (i) if the Loan Documents are amended pursuant to . Section 5.2.11(ix), updated opinions of counsel as to due execution and enforceability concerning the Property, Borrower, Guarantor and their respective Affiliates and the Loan Documents, (ii) an Additional Insolvency Opinion, and (iii) any other customary opinions; and (xii) Borrower shall have obtained a Rating Agency Confirmation from each applicable Rating Agency with respect to the Subordinate Financing5.5 Intentionally Deleted.

Subordinate Financing. No secondary financing If Grantor, without the prior written consent of Beneficiary, executes or encumbrancedelivers any pledge, security agreement, mortgage or deed of trust covering all or any portion of the Property (hereinafter called “Subordinate Mortgage”), Beneficiary may, at Beneficiary’s option, which option may be exercised at any time following such pledge, security agreement, mortgage or deed of trust, without demand, presentment, protest, notice of protest, notice of intent to accelerate, notice of acceleration or other notice, or secured any other action, all of which are hereby waived by Grantor and all other parties obligated in any manner on the Obligation, declare the Obligation to be immediately due and payable. In the event of consent by Beneficiary to the granting of a Subordinate Mortgage, or unsecured Indebtednessin the event the above-described right of Beneficiary to declare the Obligation to be immediately due and payable upon the granting of a Subordinate Mortgage without the prior written consent of Beneficiary is determined by a court of competent jurisdiction to be unenforceable under the provisions of any applicable law, other than Permitted Indebtedness Grantor will not execute or deliver any Subordinate Mortgage unless (i) it shall contain express covenants to the effect: (a) that the Subordinate Mortgage is in all respects unconditionally subject and Permitted Encumbrancessubordinate to the lien and security interest evidenced by this Deed of Trust and each term and provision hereof; (b) that if any action or proceeding shall be instituted to foreclose the Subordinate Mortgage DEED OF TRUST (LONG FORM) 22 Rev. July 2000 (regardless of whether the same is a judicial proceeding or pursuant to a power of sale contained therein), no tenant of any portion of the Property will be named as a party defendant, nor will any action be taken with respect to the Property which would terminate any occupancy or tenancy of the Property without the prior written consent of Beneficiary; (c) that the rents and profits, if collected through a receiver or by the holder of the Subordinate Mortgage, shall be permitted with respect applied first to Borrower the obligations secured by this Deed of Trust, including principal and interest due and owing on or to become due and owing on the Property without Lender’s prior written consent, in its sole discretion. Notwithstanding Note and the foregoing, Borrower shall have the right to incur a subordinate mezzanine financing or a preferred equity investment (as applicable, the “Subordinate Financing”) after the earlier of (a) the sixth (6th) Payment Date following a Securitization and (b) the twenty-fourth (24th) Payment Date following the Closing, provided that all of the following conditions are satisfied with respect to such Subordinate Financing: (i) the Aggregate Loan to Value Ratio shall not be greater than 57.1%; (ii) the Aggregate Debt Service Coverage Ratio shall not be less than 1.90:1.00; (iii) the Aggregate Debt Yield shall not be less than 9.00%; (iv) the Subordinate Financing shall be provided by a Subordinate Financing Approved Provider; (v) the structure of the Subordinate Financingother indebtedness secured hereby, and all documents executed then to the payment of maintenance, operating charges, taxes, assessments, and disbursements incurred in connection with the Subordinate Financing ownership, operation and maintenance of the Property; and (including d) that if any intercreditor agreement required by Lender) action or proceeding shall be in form and substance reasonably acceptable brought to Lender and subject to Lender’s prior written approval, in Lender’s reasonable discretion, and, subsequent foreclose the Subordinate Mortgage (regardless of whether the same is a judicial proceeding or pursuant to a Securitizationpower of sale contained therein), subject written notice of the commencement thereof will be given to Beneficiary contemporaneously with the prior approval commencement of any applicable Rating Agencies; such action or proceeding; and (viii) Lender a copy thereof shall have received a notice from Borrower requesting Lender’s consent been delivered to the Subordinate Financing Beneficiary not less than thirty ten (3010) days prior to the proposed date of closing the execution of the such Subordinate Financing; (vii) no Default or Event of Default has occurred and is continuing; (viii) the Subordinate Financing (i) shall be non-recourse, except for recourse carve-outs and environmental liabilities and obligations consistent with, and no more protective in favor of the indemnified party thereunder than, those set forth in the Guaranty or the Environmental Indemnity (as applicable); (ii) shall be secured only by a pledge of the direct or indirect ownership interests in Borrower or the most junior borrower under a New Mezzanine Loan, as applicable, and any accounts established under any separate mezzanine cash management arrangement, (iii) shall not be secured by the Property or any interest therein, and (iv) shall not be cross-collateralized or cross-defaulted with any other properties or loans (other than the Loan); (ix) Borrower shall have executed and/or delivered any amendments to the Loan Documents to reflect the existence of the Subordinate Financing and any other documents, instruments and/or agreements reasonably requested by Lender in each case in connection with the Subordinate Financing, including, but not limited to, amendments to the existing Cash Management Agreement and Clearing Account Agreement in order to modify the cash management structure in place to reflect a ‘hard’ lockbox and ‘hard’ cash management structure in connection with the Loan, each such amendment in form and substance acceptable to Lender, in its reasonable discretion; (x) Borrower shall executed and/or delivered revised organizational documents for Borrower and/or any applicable direct or indirect owners of Borrower, which organizational documents shall be reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies in their sole discretion; (xi) if required by any of the applicable Rating Agencies or Lender, Borrower shall have delivered (i) if the Loan Documents are amended pursuant to Section 5.2.11(ix), updated opinions of counsel as to due execution and enforceability concerning the Property, Borrower, Guarantor and their respective Affiliates and the Loan Documents, (ii) an Additional Insolvency Opinion, and (iii) any other customary opinions; and (xii) Borrower shall have obtained a Rating Agency Confirmation from each applicable Rating Agency with respect to the Subordinate FinancingMortgage.

Subordinate Financing. No secondary financing If Mortgagor, without the prior written consent of Mortgagee, executes or encumbrancedelivers any pledge, security agreement, mortgage or deed of trust covering all or any portion of the Property (hereinafter called “Unauthorized Subordinate Mortgage”), Mortgagee may, at Mortgagee’s option, which option may be exercised at any time following such pledge, security agreement, mortgage or deed of trust, without demand, presentment, protest, notice of protest, notice of intent to accelerate, notice of acceleration or other notice, or secured any other action, all of which are hereby waived by Mortgagor and all other parties obligated in any manner on the Obligation, declare the Obligation to be immediately due and payable. In the event of consent by Mortgagee to the granting of a subordinate mortgage, or unsecured Indebtednessin the event the above-described right of Mortgagee to declare the Obligation to be immediately due and payable upon the granting of a Unauthorized Subordinate Mortgage without the prior written consent of Mortgagee is determined by a court of competent jurisdiction to be unenforceable under the provisions of any applicable law, other than Permitted Indebtedness Mortgagor will not execute or deliver any subordinate mortgage unless (i) it shall contain express covenants to the effect: (a) that the subordinate mortgage is in all respects unconditionally subject and Permitted Encumbrancessubordinate to the lien and security interest evidenced by this Mortgage and each term and provision hereof; (b) that if any action or proceeding shall be instituted to foreclose the subordinate mortgage (regardless of whether the same is a judicial proceeding or pursuant to a power of sale contained therein), no tenant of any portion of the Property will be named as a party defendant, nor will any action be taken with respect to the Property which would terminate any occupancy or tenancy of the Property without the prior consent of Mortgagee; (c) that the rents and profits, if collected through a receiver or by the holder of the subordinate mortgage, shall be permitted with respect applied first to Borrower the obligations secured by this Mortgage, including principal and interest due and owing on or to become due and owing under the Property without Lender’s prior written consent, in its sole discretion. Notwithstanding Loan Agreement and the foregoing, Borrower shall have the right to incur a subordinate mezzanine financing or a preferred equity investment (as applicable, the “Subordinate Financing”) after the earlier of (a) the sixth (6th) Payment Date following a Securitization and (b) the twenty-fourth (24th) Payment Date following the Closing, provided that all of the following conditions are satisfied with respect to such Subordinate Financing: (i) the Aggregate Loan to Value Ratio shall not be greater than 57.1%; (ii) the Aggregate Debt Service Coverage Ratio shall not be less than 1.90:1.00; (iii) the Aggregate Debt Yield shall not be less than 9.00%; (iv) the Subordinate Financing shall be provided by a Subordinate Financing Approved Provider; (v) the structure of the Subordinate Financingother indebtedness secured hereby, and all documents executed then to the payment of maintenance, operating charges, taxes, assessments, and disbursements incurred in connection with the Subordinate Financing ownership, operation and maintenance of the Property; and (including d) that if any intercreditor agreement required by Lender) action or proceeding shall be in form and substance reasonably acceptable brought to Lender and subject to Lender’s prior written approval, in Lender’s reasonable discretion, and, subsequent foreclose the subordinate mortgage (regardless of whether the same is a judicial proceeding or pursuant to a Securitizationpower of sale contained therein), subject notice of the commencement thereof will be given to Mortgagee contemporaneously with the prior approval commencement of any applicable Rating Agencies; such action or proceeding; and (viii) Lender a copy thereof shall have received a notice from Borrower requesting Lender’s consent been delivered to the Subordinate Financing Mortgagee not less than thirty ten (3010) days prior to the proposed date of closing the execution of such subordinate mortgage. Notwithstanding anything contained herein to the contrary, this provisions shall only be enforceable to the extent permitted under the laws of the State. For purposes of this Section, “Unauthorized Subordinate Financing; (vii) no Default Mortgage shall not mean any mortgage covering all or Event of Default has occurred and is continuing; (viii) the Subordinate Financing (i) shall be non-recourse, except for recourse carve-outs and environmental liabilities and obligations consistent with, and no more protective in favor any portion of the indemnified party thereunder than, those set forth in the Guaranty or the Environmental Indemnity (as applicable); (ii) shall be secured only Property given by a pledge of the direct or indirect ownership interests in Borrower or the most junior borrower under a New Mezzanine Loan, as applicable, and any accounts established under any separate mezzanine cash management arrangement, (iii) shall not be secured by the Property or any interest therein, and (iv) shall not be cross-collateralized or cross-defaulted with any other properties or loans (other than the Loan); (ix) Borrower shall have executed and/or delivered any amendments to the Loan Documents to reflect the existence of the Subordinate Financing and any other documents, instruments and/or agreements reasonably requested by Lender in each case Mortgagee in connection with that certain loan in the Subordinate Financingcombined amount of up to Twenty Five Million ($25,000,000) Dollars to ▇▇▇▇▇▇▇▇▇ International Bank and Resorts Funding Group, includingLLC both of whom are current stockholders and investors of the Mortgagor; provided, but not limited tohowever, amendments that any such loan to ▇▇▇▇▇▇▇▇▇ International Bank and Resorts Funding Group, LLC and the mortgage given in connection therewith shall be subordinate to the existing Cash Management Agreement and Clearing Account Agreement in order to modify the cash management structure in place to reflect a ‘hard’ lockbox and ‘hard’ cash management structure in connection with the Loan, each such amendment in form and substance acceptable to Lender, in its reasonable discretion; (x) Borrower shall executed and/or delivered revised organizational documents for Borrower and/or any applicable direct or indirect owners of Borrower, which organizational documents shall be reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies in their sole discretion; (xi) if required by any of the applicable Rating Agencies or Lender, Borrower shall have delivered (i) if the Loan Documents are amended pursuant to Section 5.2.11(ix), updated opinions of counsel as to due execution and enforceability concerning the Property, Borrower, Guarantor and their respective Affiliates and the Loan Documents, (ii) an Additional Insolvency Opinion, and (iii) any other customary opinions; and (xii) Borrower shall have obtained a Rating Agency Confirmation from each applicable Rating Agency with respect to the Subordinate Financing.

Subordinate Financing. No secondary financing or encumbranceNotwithstanding anything in the Loan Documents to the contrary (including, or secured or unsecured Indebtednesswithout limitation the provisions of Paragraph 30(a) of each Mortgage), other than Permitted Indebtedness and Permitted Encumbrances, shall be permitted with respect to Borrower or may encumber the Property without Lender’s prior written consent, in its sole discretion. Notwithstanding the foregoing, Borrower shall have the right with one additional deed of trust/mortgage/deed to incur a subordinate mezzanine financing or a preferred equity investment secure debt (as applicable) (the “Subordinate Mortgage”), subordinate in every respect to the lien and interest of this Deed of Trust, for the purpose of securing a single secondary indebtedness (the “Subordinate Financing”) after ), securing all the earlier of Property (a) the sixth (6th) Payment Date following a Securitization and (b) the twenty-fourth (24th) Payment Date following the Closing, provided that all secondary financings on individual portions of the following conditions are satisfied with respect to such Subordinate FinancingProperty not being permitted hereby) provided that: (i) the Aggregate Loan Subordinate Mortgage, the documentation for the Subordinate Financing, and the form and terms of the Subordinate Financing are satisfactory in all respects to Value Ratio shall not be greater than 57.1%Lender; (ii) the Aggregate Debt Service Coverage Ratio shall not be less than 1.90:1.00; (iii) the Aggregate Debt Yield shall not be less than 9.00%; (iv) the Subordinate Financing all such documentation as Lender may reasonably require shall be provided by a Subordinate Financing Approved Provider; (v) the structure of the Subordinate Financing, and all documents executed in connection with the Subordinate Financing (including any intercreditor agreement required by Lender) shall be in form and substance reasonably acceptable submitted to Lender and subject to Lender’s prior written approval, in Lender’s reasonable discretion, and, subsequent to a Securitization, subject to the prior approval of any applicable Rating Agencies; (vi) Lender shall have received a notice from Borrower requesting Lender’s consent to the Subordinate Financing not less than thirty (30) days prior to the proposed date of closing of the Subordinate Financing; (vii) no Default or Event of Default has occurred and is continuing; (viii) the Subordinate Financing (i) shall be non-recourse, except for recourse carve-outs and environmental liabilities and obligations consistent with, and no more protective in favor of the indemnified party thereunder than, those set forth in the Guaranty or the Environmental Indemnity (as applicable); (ii) shall be secured only by a pledge of the direct or indirect ownership interests in Borrower or the most junior borrower under a New Mezzanine Loan, as applicable, and any accounts established under any separate mezzanine cash management arrangement, (iii) shall not be secured by the Property or any interest therein, and (iv) shall not be cross-collateralized or cross-defaulted with any other properties or loans (other than the Loan); (ix) Borrower shall have executed and/or delivered any amendments to the Loan Documents to reflect the existence of the Subordinate Financing and any other documents, instruments and/or agreements reasonably requested by Lender in each case in connection with the Subordinate Financing, including, but not limited to, amendments operating statements of all Property as of the date of the proposed Subordinate Financing for the previous three (3) Loan Years (a “Loan Year” is a period of twelve consecutive months commencing on the date hereof if it is the first of the month and otherwise commencing on the first day of the month immediately following the date hereof, and the first Loan Year shall include the period, if any, between the date hereof and the commencement date of the first Loan Year) and a pro forma operating statement for the current Loan Year, and a then-current MAI appraisal of the Property, provided at Lender’s expense, by an appraiser approved by Lender; (iii) the Net Operating Income (for the purpose of this subparagraph, Net Operating Income shall mean gross cash operating receipts from the Property less normal and customary operating expenses incurred in the operation, management, and maintenance of the Property) shall not be less than one hundred fifty percent (150%) of the combined aggregate of the Indebtedness (as defined in the Mortgage) and Subordinate Financing debt service payments (the Subordinate Financing must begin amortizing upon funding); (iv) the total of the outstanding principal balance of the Indebtedness (as defined in the Mortgage) and the Subordinate Financing does not exceed seventy percent (70%) of the value of the Property as established by a then-current MAI appraisal; (v) The beneficiary/mortgagee (as applicable) of the Subordinate Mortgage securing the Subordinate Financing shall expressly acknowledge the priority of the debt, liens and security interests of the Indebtedness (as defined in the Mortgage) and agree to provide Lender with written notice of any default under the existing Cash Management Agreement Subordinate Financing in a subordination agreement in form and Clearing Account Agreement in order substance satisfactory to modify the cash management structure in place to reflect a ‘hardLender. Borrower shall pay any fees, costs or expenses, including reasonable attorneys’ lockbox and ‘hard’ cash management structure fees, incurred by Lender in connection with the Loan, each such amendment in form and substance acceptable to Lender, in its reasonable discretionSubordinate Financing; (xvi) Borrower Any default under the Subordinate Financing shall executed and/or delivered revised organizational documents for Borrower and/or any applicable direct or indirect owners at Lender’s option constitute an Event of Borrower, which organizational documents shall be reasonably satisfactory to Lender Default under this Agreement and satisfactory to the applicable Rating Agencies in their sole discretionother Loan Documents; (xivii) if required by any of the applicable Rating Agencies or LenderIf previously waived, Borrower Lender shall have delivered the right to reinstate escrow payments for taxes and insurance premiums; (iviii) if No Event of Default shall exist under this Agreement or the Loan Documents are amended pursuant to Section 5.2.11(ix), updated opinions of counsel as to due execution and enforceability concerning the Property, Borrower, Guarantor and their respective Affiliates and the other Loan Documents, (ii) an Additional Insolvency Opinion, and (iii) any other customary opinions; and (xiiix) Borrower All Leases shall have obtained a Rating Agency Confirmation from each applicable Rating Agency with respect be superior to the Subordinate FinancingFinancing documents and instruments unless otherwise agreed in writing by Lender.