AND IS CONTINUING ON THE DATE
LENDER RECEIVES NOTICE OF SUCH MEZZANINE LOAN AND ON THE DATE THAT MEZZANINE
LENDER MAKES THE MEZZANINE LOAN TO MEZZANINE BORROWER.
(III)
THE PRINCIPAL AMOUNT OF THE MEZZANINE LOAN SHALL NOT EXCEED TEN
MILLION DOLLARS ($10,000,000), AND THE FULL AMOUNT OF THE PROCEEDS FROM THE
MEZZANINE LOAN SHALL BE USED SOLELY TO IMPROVE THE PROPERTY.
(IV)
THE MEZZANINE LENDER THAT MAKES THE MEZZANINE LOAN SHALL BE A
QUALIFIED MEZZANINE LENDER.
(V)
THE DEBT SERVICE COVERAGE RATIO, CALCULATED AS OF THE LAST DAY OF
THE MONTH IMMEDIATELY PRECEDING THE DATE OF THE CLOSING OF THE MEZZANINE LOAN,
WILL NOT BE LESS THAN 1.25:1.00 (WHICH CALCULATION SHALL INCLUDE THE PROSPECTIVE
DEBT SERVICE ON THE MEZZANINE LOAN).
(VI)
THE LOAN-TO-VALUE RATIO, THE NUMERATOR OF WHICH IS THE SUM OF (A)
THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOAN AND (B) THE PRINCIPAL AMOUNT OF THE
MEZZANINE LOAN, AND THE DENOMINATOR OF WHICH IS EQUAL TO THE THEN CURRENT
APPRAISED VALUE OF THE PROPERTY (BASED ON UPDATED APPRAISAL OBTAINED BY BORROWER
AT BORROWER'S SOLE COST AND EXPENSE AND REASONABLY ACCEPTABLE TO LENDER), SHALL
BE NO GREATER THAN EIGHTY PERCENT (80%).
(VII)
THE MEZZANINE LOAN SHALL BE SUBJECT TO THE APPROVAL OF THE LENDER,
NOT TO BE UNREASONABLY WITHHELD, AND, IF ALL OR ANY PORTION OF THE LOAN HAS BEEN
INCLUDED IN A SECURITIZATION, BORROWER SHALL HAVE DELIVERED TO LENDER A RATING
AGENCY CONFIRMATION WITH RESPECT TO THE MEZZANINE LOAN.
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(VIII)
THE COLLATERAL FOR THE MEZZANINE LOAN SHALL INCLUDE ONLY PLEDGES
OF THE EQUITY INTERESTS IN BORROWER, ANY ACCOUNTS ESTABLISHED UNDER A SEPARATE
MEZZANINE CASH MANAGEMENT ARRANGEMENT (WHICH SHALL NOT INCLUDE THE ACCOUNTS, AND
SHALL NOT INCLUDE ANY PORTION OF THE PROPERTY OR ANY OTHER COLLATERAL SECURING
THE LOAN), AND ONE OR MORE GUARANTIES (OTHER THAN FROM BORROWER).
(IX)
THE MEZZANINE LOAN SHALL BE SUBORDINATE IN ALL RESPECTS TO THE
LOAN.
(X)
THE MEZZANINE LOAN SHALL NOT BE CROSS-DEFAULTED OR
CROSS-COLLATERALIZED WITH ANY OTHER PROPERTIES OR LOANS (OTHER THAN THE LOAN).
(XI)
MEZZANINE LENDER SHALL ENTER INTO AN INTERCREDITOR AGREEMENT WITH
LENDER IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER AND MEETING THEN
CURRENT RATING AGENCY CRITERIA.
(XII)
THE MEZZANINE LOAN SHALL BE COTERMINOUS WITH THE LOAN.
(XIII)
IF THE MEZZANINE LOAN BEARS INTEREST AT A VARIABLE RATE, THE
MEZZANINE BORROWER SHALL HAVE OBTAINED AND SHALL MAINTAIN DURING THE TERM OF THE
LOAN AN INTEREST RATE CAP FROM A COUNTERPARTY REASONABLY ACCEPTABLE TO LENDER
AND THE RATING AGENCIES WITH A FIXED STRIKE PRICE AND AN INTEREST RATE SPREAD
SUCH THAT THE BLENDED, WEIGHTED AVERAGE INTEREST RATE OF (A) THE AGGREGATE OF
SUCH STRIKE PRICE AND SUCH SPREAD AND (B) THE INTEREST RATE IS NO GREATER THAN
EIGHT AND A QUARTER PERCENT (8.25%) PER ANNUM.
(XIV)
IF THE MEZZANINE LOAN BEARS INTEREST AT A FIXED RATE, THE BLENDED,
WEIGHTED AVERAGE INTEREST RATE OF (A) SUCH FIXED RATE AND (B) THE INTEREST RATE
SHALL BE NO GREATER THAN EIGHT AND A QUARTER PERCENT (8.25%) PER ANNUM.
(XV)
INTEREST SHALL BE