FORM OF INTERCREDITOR AGREEMENT

Exhibit 10.31

      FORM OF INTERCREDITOR AGREEMENT

by and among

JPMORGAN CHASE BANK, N.A. , as Senior Lender

and

JPMORGAN CHASE BANK, N.A. , as First Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A. , as Second Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A. , as Third Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A. , as Fourth Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A. , as Fifth Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A. , as Sixth Mezzanine Lender

and

JPMORGAN CHASE BANK, N.A. , as Seventh Mezzanine Lender

Dated as of December 21, 2007

FORM OF INTERCREDITOR AGREEMENT

         THIS INTERCREDITOR AGREEMENT (this " Agreement "), dated as of December 21, 2007, by and among JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, " Senior Lender "), as collateral agent for itself and the other Senior Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, " First Mezzanine Lender "), as collateral agent for itself and the other First Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, " Second Mezzanine Lender "), as collateral agent for itself and the other Second Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, " Third Mezzanine Lender "), as collateral agent for itself and the other Third Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, " Fourth Mezzanine Lender "), as collateral agent for itself and the other Fourth Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, " Fifth Mezzanine Lender "), as collateral agent for itself and the other Fifth Mezzanine Noteholders (as defined below), JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, " Sixth Mezzanine Lender "), as collateral agent for itself and the other Sixth Mezzanine Noteholders (as defined below), and JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America (together with its successors and assigns, " Seventh Mezzanine Lender "), as collateral agent for itself and the other Seventh Mezzanine Noteholders (as defined below). First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Lender and Seventh Mezzanine Lender are each a " Junior Lender " and, collectively, " Junior Lenders ".

RECITALS

         WHEREAS , pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement, dated as of the date hereof by and between Senior Borrower (as defined below) and Senior Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Senior Loan Agreement "), Senior Lender has made a loan to Senior Borrower in the original principal amount of Three Billion and No/100 Dollars ($3,000,000,000.00) (the " Senior Loan "), which Senior Loan is evidenced by that certain Promissory Note, dated as of the date hereof, given by Senior Borrower to JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, Column Financial, Inc., a Delaware corporation, and Bank of America, N.A., a banking association chartered under the laws of the United States of America (collectively, the " Senior Noteholders "), in the stated principal amount of Three Billion and No/100 Dollars ($3,000,000,000.00) (as the same may be consolidated, extended, severed, split, amended, replaced, restated, supplemented or otherwise modified from time to time, the " Senior Note "), and secured by, among other things, the Mortgages (as defined below), which Mortgages encumber the real property and all improvements thereon and appurtenances thereto described therein (collectively, the " Premises ") (the Mortgages, and together with the Senior Loan Agreement, the Senior Note and the other agreements, instruments and documents set forth on Exhibit A hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, collectively, the " Senior Loan Documents ");

         WHEREAS , pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement (First Mezzanine Loan), dated as of the date hereof by and between First Mezzanine Borrower (as defined below) and First Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " First Mezzanine Loan Agreement "), First Mezzanine Lender has made a loan to First Mezzanine Borrower in the original

principal amount of One Hundred Million and No/100 Dollars ($100,000,000.00) (the " First Mezzanine Loan "), which First Mezzanine Loan is evidenced by that certain Promissory Note (First Mezzanine Loan), dated as of the date hereof, given by First Mezzanine Borrower to JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, Column Financial, Inc., a Delaware corporation, and Bank of America, N.A., a banking association chartered under the laws of the United States of America (collectively, the " First Mezzanine Noteholders "), in the stated principal amount of One Hundred Million and No/100 Dollars ($100,000,000.00) (as the same may be consolidated, extended, severed, split, amended, replaced, restated, supplemented or otherwise modified from time to time, the " First Mezzanine Note "), and secured by, among other things, certain Pledge and Security Agreement (First Mezzanine Loan), dated as of the date hereof, from First Mezzanine Borrower in favor of First Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " First Mezzanine Pledge Agreement "), pursuant to which First Mezzanine Lender is granted a first priority security interest in the Pledged Collateral (as defined in and more fully described therein). The First Mezzanine Pledge Agreement, together with the First Mezzanine Loan Agreement, the First Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit B attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are herein collectively referred to as the " First Mezzanine Loan Documents ";

         WHEREAS , pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement (Second Mezzanine Loan), dated as of the date hereof, by and between Second Mezzanine Borrower (as defined below) and Second Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Second Mezzanine Loan Agreement "), Second Mezzanine Lender has made a loan to Second Mezzanine Borrower in the original principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (the " Second Mezzanine Loan "), which Second Mezzanine Loan is evidenced by that certain Promissory Note (Second Mezzanine Loan), dated as of the date hereof, given by Second Mezzanine Borrower to JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, Column Financial, Inc., a Delaware corporation, and Bank of America, N.A., a banking association chartered under the laws of the United States of America (collectively, the " Second Mezzanine Noteholders "), in the stated principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the same may be consolidated, extended, severed, split, amended, replaced, restated, supplemented or otherwise modified from time to time, the " Second Mezzanine Note "), and secured by, among other things, certain Pledge and Security Agreement (Second Mezzanine Loan), dated as of the date hereof from Second Mezzanine Borrower in favor of Second Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Second Mezzanine Pledge Agreement "), pursuant to which Second Mezzanine Lender is granted a first priority security interest in the Pledged Collateral (as defined in and more fully described therein). The Second Mezzanine Pledge Agreement, together with the Second Mezzanine Loan Agreement, the Second Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit C attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are herein collectively referred to as the " Second Mezzanine Loan Documents ";

         WHEREAS , pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement (Third Mezzanine Loan), dated as of the date hereof by and between Third Mezzanine Borrower (as defined below) and Third Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Third Mezzanine Loan Agreement "), Third Mezzanine Lender has made a loan to Third Mezzanine Borrower in the original principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (the " Third Mezzanine Loan "), which Third Mezzanine Loan is evidenced by that certain Promissory Note (Third

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Mezzanine Loan), dated as of the date hereof, given by Third Mezzanine Borrower to JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, Column Financial, Inc., a Delaware corporation, and Bank of America, N.A., a banking association chartered under the laws of the United States of America (collectively, the " Third Mezzanine Noteholders "), in the stated principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the same may be consolidated, extended, severed, split, amended, replaced, restated, supplemented or otherwise modified from time to time, the " Third Mezzanine Note "), and secured by, among other things, certain Pledge and Security Agreement (Third Mezzanine Loan), dated as of the date hereof, from Third Mezzanine Borrower in favor of Third Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Third Mezzanine Pledge Agreement "), pursuant to which Third Mezzanine Lender is granted a first priority security interest in the Pledged Collateral (as defined in and more fully described therein). The Third Mezzanine Pledge Agreement, together with the Third Mezzanine Loan Agreement, the Third Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit D attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are herein collectively referred to as the " Third Mezzanine Loan Documents ";

         WHEREAS , pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement (Fourth Mezzanine Loan), dated as of the date hereof, by and between Fourth Mezzanine Borrower (as defined below) and Fourth Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Fourth Mezzanine Loan Agreement "), Fourth Mezzanine Lender has made a loan to Fourth Mezzanine Borrower in the original principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (the " Fourth Mezzanine Loan "), which Fourth Mezzanine Loan is evidenced by that certain Promissory Note (Fourth Mezzanine Loan), dated as of the date hereof, given by Fourth Mezzanine Borrower to JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, Column Financial, Inc., a Delaware corporation, and Bank of America, N.A., a banking association chartered under the laws of the United States of America (collectively, the " Fourth Mezzanine Noteholders "), in the stated principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the same may be consolidated, extended, severed, split, amended, replaced, restated, supplemented or otherwise modified from time to time, the " Fourth Mezzanine Note "), and secured by, among other things, certain Pledge and Security Agreement (Fourth Mezzanine Loan), dated as of the date hereof, from Fourth Mezzanine Borrower in favor of Fourth Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Fourth Mezzanine Pledge Agreement "), pursuant to which Fourth Mezzanine Lender is granted a first priority security interest in the Pledged Collateral (as defined in and more fully described therein). The Fourth Mezzanine Pledge Agreement, together with the Fourth Mezzanine Loan Agreement, the Fourth Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit E attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are herein collectively referred to as the " Fourth Mezzanine Loan Documents ";

         WHEREAS , pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement (Fifth Mezzanine Loan), dated as of the date hereof, by and between Fifth Mezzanine Borrower (as defined below) and Fifth Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Fifth Mezzanine Loan Agreement "), Fifth Mezzanine Lender has made a loan to Fifth Mezzanine Borrower in the original principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (the " Fifth Mezzanine Loan "), which Fifth Mezzanine Loan is evidenced by that certain Promissory Note (Fifth Mezzanine Loan), dated as of the date hereof, given by Fifth Mezzanine Borrower to JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, Column

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Financial, Inc., a Delaware corporation, and Bank of America, N.A., a banking association chartered under the laws of the United States of America (collectively, the " Fifth Mezzanine Noteholders "), in the stated principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the same may be consolidated, extended, severed, split, amended, replaced, restated, supplemented or otherwise modified from time to time, the " Fifth Mezzanine Note "), and secured by, among other things, certain Pledge and Security Agreement (Fifth Mezzanine Loan), dated as of the date hereof, from Fifth Mezzanine Borrower in favor of Fifth Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Fifth Mezzanine Pledge Agreement "), pursuant to which Fifth Mezzanine Lender is granted a first priority security interest in the Pledged Collateral (as defined in and more fully described therein). The Fifth Mezzanine Pledge Agreement, together with the Fifth Mezzanine Loan Agreement, the Fifth Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit F attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are herein collectively referred to as the " Fifth Mezzanine Loan Documents ";

         WHEREAS , pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement (Sixth Mezzanine Loan), dated as of the date hereof, by and between Sixth Mezzanine Borrower (as defined below) and Sixth Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Sixth Mezzanine Loan Agreement "), Sixth Mezzanine Lender has made a loan to Sixth Mezzanine Borrower in the original principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (the " Sixth Mezzanine Loan "), which Sixth Mezzanine Loan is evidenced by that certain Promissory Note (Sixth Mezzanine Loan), dated as of the date hereof, given by Sixth Mezzanine Borrower to JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, Column Financial, Inc., a Delaware corporation, and Bank of America, N.A., a banking association chartered under the laws of the United States of America (collectively, the " Sixth Mezzanine Noteholders "), in the stated principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the same may be consolidated, extended, severed, split, amended, replaced, restated, supplemented or otherwise modified from time to time, the " Sixth Mezzanine Note "), and secured by, among other things, certain Pledge and Security Agreement (Sixth Mezzanine Loan), dated as of the date hereof, from Sixth Mezzanine Borrower in favor of Sixth Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Sixth Mezzanine Pledge Agreement "), pursuant to which Sixth Mezzanine Lender is granted a first priority security interest in the Pledged Collateral (as defined in and more fully described therein). The Sixth Mezzanine Pledge Agreement, together with the Sixth Mezzanine Loan Agreement, the Sixth Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit G attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are herein collectively referred to as the " Sixth Mezzanine Loan Documents ";

         WHEREAS , pursuant to the terms, provisions and conditions set forth in that certain Loan Agreement (Seventh Mezzanine Loan), dated as of the date hereof, by and between Seventh Mezzanine Borrower (as defined below) and Seventh Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Seventh Mezzanine Loan Agreement "), Seventh Mezzanine Lender has made a loan to Seventh Mezzanine Borrower in the original principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (the " Seventh Mezzanine Loan "), which Seventh Mezzanine Loan is evidenced by that certain Promissory Note (Seventh Mezzanine Loan), dated as of the date hereof, given by Seventh Mezzanine Borrower to JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, Column Financial, Inc., a Delaware corporation, and Bank of America, N.A., a banking association chartered under the laws of the United States of America

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(collectively, the " Seventh Mezzanine Noteholders "), in the stated principal amount of Two Hundred Fifty Million and No/100 Dollars ($250,000,000.00) (as the same may be consolidated, extended, severed, split, amended, replaced, restated, supplemented or otherwise modified from time to time, the " Seventh Mezzanine Note "), and secured by, among other things, certain Pledge and Security Agreement (Seventh Mezzanine Loan), dated as of the date hereof, from Seventh Mezzanine Borrower in favor of Seventh Mezzanine Lender (as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time, the " Seventh Mezzanine Pledge Agreement "), pursuant to which Seventh Mezzanine Lender is granted a first priority security interest in the Pledged Collateral (as defined in and more fully described therein). The Seventh Mezzanine Pledge Agreement, together with the Seventh Mezzanine Loan Agreement, the Seventh Mezzanine Note and the other agreements, instruments and documents set forth on Exhibit H attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, subject to the terms and conditions contained in this Agreement, are herein collectively referred to as the " Seventh Mezzanine Loan Documents ";

         WHEREAS , Senior Lender and Junior Lenders desire to enter into this Agreement to provide for the relative priority of, and to evidence certain agreements with respect to, the Senior Loan Documents, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents on the terms and conditions hereinbelow set forth.

         NOW, THEREFORE , in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Senior Lender and Junior Lenders hereby agree as follows:

        Section 1.     Certain Definitions; Rules of Construction .    (a) As used in this Agreement, the following capitalized terms shall have the following meanings:

        " Accepted Servicing Practices " means any servicing standard by which Senior Lender may be bound under the applicable servicing agreement pursuant to which the Senior Loan is serviced.

        " Additional Covered Junior Loans " has the meaning provided in Section 14(c) hereof.

        " Affected Property " has the meaning provided in Section 15(n) hereof.

        " Affiliate " means, as to any particular Person (as hereinafter defined), any Person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with the Person or Persons in question.

        " Affiliate Junior Lender " shall have the meaning set forth in Section 38 hereof.

        " Agreement " means this Agreement, as the same may be amended and in effect from time to time, pursuant to the terms hereof.

        " Award " has the meaning set forth in Section 10(e) hereof.

        " BofA " means Bank of America, N.A., a national banking association, and its successors in interest.

        " Borrower Group " has the meaning set forth in Section 11(d)(ii) hereof.

        " Business Day " means any day other than a Saturday, Sunday or any other day on which national banks in New York, New York or the place of business of any servicer of the Loans are not open for business.

        " CDO " has the meaning set forth in the definition of the term "Qualified Transferee".

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        " CDO Asset Manager " with respect to any Securitization Vehicle (hereinafter defined) that is a CDO, means the entity that is responsible for managing or administering any Junior Loan (or any interest therein) as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of a Junior Loan).

        " Certificates " means any securities (including all classes thereof) representing beneficial ownership interests in the Senior Loan or in a pool of mortgage loans including the Senior Loan issued in connection with a Securitization of the Senior Loan.

        " Column " means Column Financial, Inc., a Delaware corporation, and its successors in interest.

        " Conduit " has the meaning set forth in Section 16(b) hereof.

        " Conduit Credit Enhancer " has the meaning set forth in Section 16(b)(i) hereof.

        " Conduit Inventory Loan " has the meaning set forth in Section 16(b)(i) hereof.

        " Control " means the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. "Controlled by," "Controlling" and "under common Control with" shall have the respective correlative meaning thereto.

        " Cooperation Agreement " means that certain Cooperation Agreement of even date herewith by and among the Senior Lender, each Junior Lender, Senior Borrower and each Junior Borrower, as the same may be amended, replaced, restated, supplemented or otherwise modified from time to time.

        " CS " means CS Securities (USA) LLC, a Delaware limited liability company, and its successors interest.

        " Deed in Lieu " has the meaning provided in Section 14(b ) hereof.

        " Directing Junior Lender " has the meaning provided in Section 5(c) hereof.

        " Directing Senior Lender " has the meaning provided in Section 5(d) hereof.

        " Eligibility Requirements " means, with respect to any Person, that such Person (i) has total assets (in name or under management) in excess of $650,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity of $250,000,000 and (ii) is regularly engaged in the business of making or owning commercial real estate loans (including mezzanine loans with respect to commercial real estate) or owning or operating commercial real estate properties.

        " Enforcement Action " means any (i) judicial or non-judicial foreclosure proceeding, the exercise of any power of sale, the taking of a deed or assignment in lieu of foreclosure, the obtaining of a receiver or the taking of any other enforcement action against the Premises or any portion thereof, or Senior Borrower, including, without limitation, the taking of possession or control of the Premises or any portion thereof, (ii) acceleration of, or demand or action taken in order to collect, all or any indebtedness secured by the Premises (other than giving notices of default and statements of overdue amounts) or (iii) exercise of any right or remedy available to Senior Lender under the Senior Loan Documents, at law, in equity or otherwise with respect to Senior Borrower and/or the Premises or any portion thereof.

        " Equity Collateral " means the equity interests in Senior Borrower or any Junior Borrower and all other collateral, products, proceeds, rights and remedies granted or pledged pursuant to any of the Junior Loan Documents, as the context may require.

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        " Equity Collateral Enforcement Action " means any action or proceeding or other exercise of a Junior Lender's rights and remedies commenced by such Junior Lender, in law or in equity, or otherwise, in order to realize upon the Equity Collateral (including, without limitation, an assignment in lieu of foreclosure or other negotiated settlement in lieu of any such enforcement action) other than the giving of notices of default and statements of overdue amounts.

        " Event of Default " as used herein means (i) with respect to the Senior Loan and the Senior Loan Documents, any "Event of Default" (as defined therein) thereunder which has occurred and is continuing ( i.e. , has not been cured by Senior Borrower, waived by Senior Lender (in writing and not through operation of law) and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (ii) with respect to the First Mezzanine Loan and the First Mezzanine Loan Documents, any "Event of Default" (as defined therein) thereunder which has occurred and is continuing ( i.e. , has not been cured by First Mezzanine Borrower, waived by First Mezzanine Lender (in writing and not through operation of law) and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (iii) with respect to the Second Mezzanine Loan and the Second Mezzanine Loan Documents, any "Event of Default" (as defined therein) thereunder which has occurred and is continuing ( i.e. , has not been cured by Second Mezzanine Borrower, waived by Second Mezzanine Lender (in writing and not through operation of law) and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (iv) with respect to the Third Mezzanine Loan and the Third Mezzanine Loan Documents, any "Event of Default" (as defined therein) thereunder which has occurred and is continuing ( i.e. , has not been cured by Third Mezzanine Borrower, waived by Third Mezzanine Lender (in writing and not through operation of law) and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (v) with respect to the Fourth Mezzanine Loan and the Fourth Mezzanine Loan Documents, any "Event of Default" (as defined therein) thereunder which has occurred and is continuing ( i.e. , has not been cured by Fourth Mezzanine Borrower, waived by Fourth Mezzanine Lender (in writing and not through operation of law) and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure); (vi) with respect to the Fifth Mezzanine Loan and the Fifth Mezzanine Loan Documents, any "Event of Default" (as defined therein) thereunder which has occurred and is continuing ( i.e. , has not been cured by Fifth Mezzanine Borrower, waived by Fifth Mezzanine Lender (in writing and not through operation of law) and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure), (vii) with respect to the Sixth Mezzanine Loan and the Sixth Mezzanine Loan Documents, any "Event of Default" (as defined therein) thereunder which has occurred and is continuing ( i.e. , has not been cured by Sixth Mezzanine Borrower, waived by Sixth Mezzanine Lender (in writing and not through operation of law) and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure), and (viii) with respect to the Seventh Mezzanine Loan and the Seventh Mezzanine Loan Documents, any "Event of Default" (as defined therein) thereunder which has occurred and is continuing ( i.e. , has not been cured by Seventh Mezzanine Borrower, waived by Seventh Mezzanine Lender (in writing and not through operation of law) and has not otherwise been or is not then being cured by a Junior Lender in accordance with the terms of this Agreement or as to which the cure period available to a Junior Lender hereunder has expired without a cure).

        " Extended Monetary Cure Period " has the meaning set forth in Section 12(a)(i) hereof.

        " Extended Non-Monetary Cure Period " has the meaning set forth in Section 12(a)(ii) hereof.

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        " Fifth Mezzanine Borrower " has the meaning set forth on Schedule 1 attached hereto.

        " Fifth Mezzanine Cash Management Agreement " means any cash management agreement executed in connection with, or the cash management provisions of, the Fifth Mezzanine Loan Documents.

        " Fifth Mezzanine Lender " has the meaning set forth in the Recitals hereto.

        " Fifth Mezzanine Loan " has the meaning set forth in the Recitals hereto.

        " Fifth Mezzanine Loan Agreement " has the meaning set forth in the Recitals hereto.

        " Fifth Mezzanine Loan Documents " has the meaning set forth in the Recitals hereto.

        " Fifth Mezzanine Loan Liabilities " means, collectively, all of the indebtedness, liabilities and obligations of Fifth Mezzanine Borrower under any Fifth Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Fifth Mezzanine Borrower, whether or not such interest would be allowed in such case, proceeding or action), the Fifth Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Fifth Mezzanine Borrower to Fifth Mezzanine Lender now existing or hereafter incurred or created under the Fifth Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Fifth Mezzanine Borrower to Fifth Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Fifth Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

        " Fifth Mezzanine Note " has the meaning set forth in the Recitals hereto.

        " Fifth Mezzanine Noteholders " has the meaning provided in the Recitals hereto.

        " Fifth Mezzanine Pledge Agreement " has the meaning set forth in the Recitals hereto.

        " First Mezzanine Borrower " has the meaning set forth on Schedule 1 attached hereto.

        " First Mezzanine Cash Management Agreement " means any cash management agreement executed in connection with, or the cash management provisions of, the First Mezzanine Loan Documents.

        " First Mezzanine Lender " has the meaning set forth in the Recitals hereto.

        " First Mezzanine Loan " has the meaning set forth in the Recitals hereto.

        " First Mezzanine Loan Agreement " has the meaning set forth in the Recitals hereto.

        " First Mezzanine Loan Documents " has the meaning set forth in the Recitals hereto.

        " First Mezzanine Loan Liabilities " means, collectively, all of the indebtedness, liabilities and obligations of the First Mezzanine Borrower under any First Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of First Mezzanine Borrower, whether or not such interest would be allowed in such case, proceeding or action), the First Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of the First Mezzanine Borrower to First Mezzanine Lender now existing or hereafter incurred or created under the First Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of First Mezzanine Borrower to First Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the First Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

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        " First Mezzanine Note " has the meaning set forth in the Recitals hereto.

        " First Mezzanine Noteholders " has the meaning provided in the Recitals hereto.

        " First Mezzanine Pledge Agreement " has the meaning set forth in the Recitals hereto.

        " Fitch " means Fitch, Inc., and its successors in interest.

        " Fourth Mezzanine Borrower " has the meaning set forth on Schedule 1 attached hereto.

        " Fourth Mezzanine Cash Management Agreement " means any cash management agreement executed in connection with, or the cash management provisions of, the Fourth Mezzanine Loan Documents.

        " Fourth Mezzanine Lender " has the meaning set forth in the Recitals hereto.

        " Fourth Mezzanine Loan " has the meaning set forth in the Recitals hereto.

        " Fourth Mezzanine Loan Agreement " has the meaning set forth in the Recitals hereto.

        " Fourth Mezzanine Loan Documents " has the meaning set forth in the Recitals hereto.

        " Fourth Mezzanine Loan Liabilities " means, collectively, all of the indebtedness, liabilities and obligations of Fourth Mezzanine Borrower under any Fourth Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Fourth Mezzanine Borrower, whether or not such interest would be allowed in such case, proceeding or action), the Fourth Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Fourth Mezzanine Borrower to Fourth Mezzanine Lender now existing or hereafter incurred or created under the Fourth Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Fourth Mezzanine Borrower to Fourth Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Fourth Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

        " Fourth Mezzanine Note " has the meaning set forth in the Recitals hereto.

        " Fourth Mezzanine Noteholders " has the meaning provided in the Recitals hereto.

        " Fourth Mezzanine Pledge Agreement " has the meaning set forth in the Recitals hereto.

        " Ground Lease " shall mean, individually and collectively, as the context requires, those certain ground leases described on Schedule 2 hereto.

        " Ground Lease Default " has the meaning provided in Section 15(r) hereof.

        " Guarantor " has the meaning provided in Section 6(b) hereof.

        " Guaranty Claim " has the meaning provided in Section 6(b) hereof.

        " Indemnified Parties " means each Senior Lender as of the date hereof, and each of its affiliates and their respective successors and assigns (including any owner or holder of the Senior Note and/or any owner or holder of any right, title and interest in the Senior Note) (and also including their respective officers, directors, partners, members, employees, attorneys, accountants, professionals and agents and each other person, if any, controlling Senior Lender or any of its affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended).

        " Individual Property " has the meaning set forth in the Senior Loan Agreement.

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        " Initial Junior Loan Non-Monetary Cure Period " has the meaning provided in Section 12(b)(ii) .

        " Intervening Trust Vehicle " shall mean with respect to any Securitization Vehicle that is a CDO, a trust vehicle or entity which holds a Junior Loan (or any interest therein) as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral for the CDO.

        " JPMorgan " mean JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, and its successors in interest.

        " Junior Borrower " means, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower and Seventh Mezzanine Borrower, unless the context otherwise requires, in which case it shall mean either First Mezzanine Borrower, Second Mezzanine Borrower, Third Mezzanine Borrower, Fourth Mezzanine Borrower, Fifth Mezzanine Borrower, Sixth Mezzanine Borrower or Seventh Mezzanine Borrower.

        " Junior Borrower Group " has the meaning provided in Section 11(d)(iii) hereof.

        " Junior Lender " means, collectively, First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Borrower and Seventh Mezzanine Borrower, unless the context otherwise requires, in which case it shall mean either First Mezzanine Lender, Second Mezzanine Lender, Third Mezzanine Lender, Fourth Mezzanine Lender, Fifth Mezzanine Lender, Sixth Mezzanine Borrower or Seventh Mezzanine Borrower, individually. As the context requires, Junior Lenders shall have the following order of priority: (i) first, First Mezzanine Lender; (ii) second, Second Mezzanine Lender; (iii) third, Third Mezzanine Lender; (iv) fourth, Fourth Mezzanine Lender; (v) fifth, Fifth Mezzanine Lender, (vi) sixth, Sixth Mezzanine Lender and (vii) seventh, Seventh Mezzanine Lender.

        " Junior Loan " means, collectively, First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan, Fifth Mezzanine Loan, Sixth Mezzanine Borrower and Seventh Mezzanine Borrower, unless the context otherwise requires, in which case it shall mean either First Mezzanine Loan, Second Mezzanine Loan, Third Mezzanine Loan, Fourth Mezzanine Loan, Fifth Mezzanine Loan, Sixth Mezzanine Borrower or Seventh Mezzanine Borrower, individually.

        " Junior Loan Agreement " means, collectively, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement and the Seventh Mezzanine Loan Agreement, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement or the Seventh Mezzanine Loan Agreement, individually.

        " Junior Loan Cash Management Agreement " means, collectively, the First Mezzanine Cash Management Agreement, the Second Mezzanine Cash Management Agreement, the Third Mezzanine Cash Management Agreement, the Fourth Mezzanine Cash Management Agreement, the Fifth Mezzanine Cash Management Agreement, the Sixth Mezzanine Cash Management Agreement and the Seventh Mezzanine Cash Management Agreement, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Cash Management Agreement, the Second Mezzanine Cash Management Agreement, the Third Mezzanine Cash Management Agreement, the Fourth Mezzanine Cash Management Agreement, the Fifth Mezzanine Cash Management Agreement, the Sixth Mezzanine Cash Management Agreement or the Seventh Mezzanine Cash Management Agreement, individually.

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        " Junior Loan Default Notice " has the meaning provided in Section 12(b) hereof.

        " Junior Loan Documents " means, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents or the Seventh Mezzanine Loan Documents, individually.

        " Junior Loan Extended Monetary Cure Period " has the meaning provided in Section 12(b)(i) hereof.

        " Junior Loan Extended Non-Monetary Cure Period " has the meaning provided in Section 12(b)(ii) hereof.

        " Junior Loan Liabilities " means, collectively, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities, the Fifth Mezzanine Loan Liabilities, the Sixth Mezzanine Loan Liabilities and the Seventh Mezzanine Loan Liabilities, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities, the Fifth Mezzanine Loan Liabilities, the Sixth Mezzanine Loan Liabilities, or the Seventh Mezzanine Loan Liabilities, individually.

        " Junior Loan Modification " has the meaning provided in Section 8(b) hereof.

        " Junior Loan Monetary Cure Period " has the meaning provided in Section 12(b)(i) hereof.

        " Junior Loan Non-Monetary Cure Period " has the meaning provided in Section 12(b)(ii) hereof.

        " Junior Loan Purchase Option Event " has the meaning provided in Section 14(c) hereof.

        " Junior Note " means, collectively, the First Mezzanine Note, the Second Mezzanine Note, the Third Mezzanine Note, the Fourth Mezzanine Note, the Fifth Mezzanine Note, the Sixth Mezzanine Note and the Seventh Mezzanine Note, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Note, the Second Mezzanine Note, the Third Mezzanine Note, the Fourth Mezzanine Note, the Fifth Mezzanine Note, the Sixth Mezzanine Note or the Seventh Mezzanine Note, individually.

        " Junior Noteholders " shall mean one or more of the First Mezzanine Noteholders, the Second Mezzanine Noteholders, the Third Mezzanine Noteholders, the Fourth Mezzanine Noteholders, the Fifth Mezzanine Noteholders, the Sixth Mezzanine Noteholders and the Seventh Mezzanine Noteholders.

        " Junior Purchase Notice " has the meaning provided in Section 14(c) hereof.

        " Loan Pledgee " has the meaning set forth in Section 16(a) hereof.

        " Mezzanine Lease Notice " has the meaning set forth in Section 15(q) hereof.

        " Monetary Cure Period " means, with respect to each Junior Lender, the applicable cure period provided in Section 12(a)(i) for a monetary default identified in a Senior Loan Default Notice.

        " Moody's " means Moody's Investor Service, Inc., and its successors in interest.

        " Mortgage " or " Mortgages " has the meaning assigned to such term in the Senior Loan Agreement.

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        " New Lease " means a new or replacement ground lease which the leasehold mortgagee or its nominee or Mezzanine Nominee may enter into with the ground lessor upon the termination of the Ground Lease.

        " Non-Monetary Cure Period " means, with respect to each Junior Lender, the applicable cure period provided in Section 12(a)(ii) for a non-monetary default identified in a Senior Loan Default Notice.

        " Notice " has the meaning provided in Section 18 hereof.

        " OpCo " shall have the meaning set forth in Section 15(q) hereof.

        " Optioned Junior Lender " has the meaning provided in Section 14(c) hereof.

        " Optioned Junior Loan " has the meaning provided in Section 14(c) hereof.

        " Permitted Fund Manager " means any Person that on the date of determination is not subject to a Proceeding and is either (i) one of the entities listed on Exhibit L or any other nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (ii) an entity that is a Qualified Transferee pursuant to clause (ix)(A), (B), (C), (D) or (G) of the definition thereof or (iii) any Junior Lender in each case, which are investing through a fund with or has committed capital of at least $250,000,000.

        " Permitted Investment Fund " has the meaning set forth in the definition of Qualified Transferee.

        " Person " means any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any federal, state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form of entity and any fiduciary acting in such capacity on behalf of any of the foregoing.

        " Pledge " has the meaning set forth in Section 16(a) hereof.

        " Pledge Agreement " means, collectively, the First Mezzanine Pledge Agreement, the Second Mezzanine Pledge Agreement, the Third Mezzanine Pledge Agreement, the Fourth Mezzanine Pledge Agreement, the Fifth Mezzanine Pledge Agreement, the Sixth Mezzanine Pledge Agreement and the Seventh Mezzanine Pledge Agreement, unless the context otherwise requires, in which case it shall mean either the First Mezzanine Pledge Agreement, the Second Mezzanine Pledge Agreement, the Third Mezzanine Pledge Agreement, the Fourth Mezzanine Pledge Agreement or the Fifth Mezzanine Pledge Agreement, the Sixth Mezzanine Pledge Agreement or the Seventh Mezzanine Pledge Agreement, individually.

        " Policies " has the meaning provided in Section 10(f) hereof.

        " Premises " has the meaning set forth in the Recitals hereto.

        " Proceeding " has the meaning set forth in Section 11(d)(i) hereof.

        " Protective Advances " means all sums advanced for the purpose of payment of real estate taxes (including special assessments or payments in lieu of real estate taxes), maintenance costs, insurance premiums, ground rents or other items (including capital expenses and leasing costs such as (without limitation) leasing commissions and tenant improvement allowances) reasonably necessary to protect any of the Premises or the Separate Collateral, respectively, or any portion thereof (including, but not limited to, all reasonable attorneys' fees, costs relating to the entry upon the Premises or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance, charge or lien which in the judgment of Senior Lender or the applicable Senior Junior Lender appears to be prior or superior to the Senior Loan Documents or the applicable Senior Junior Loan Documents) or the Separate Collateral or any portion thereof, respectively, from forfeiture, casualty, loss or waste or

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to protect, preserve or defend the lien of the Senior Loan Documents or any of the Junior Loan Documents, as applicable, including, with respect to a Junior Loan, amounts advanced by a Junior Lender to effect a cure in accordance with Section 12 hereof.

        " Purchase Notice " has the meaning set forth in Section 14(a) hereof.

        " Purchase Option Event " has the meaning set forth in Section 14(a) hereof.

        " Qualified Transferee " means (i) JPMorgan or an Affiliate of JPMorgan, (ii) CS or an Affiliate of CS, (iii) BofA or an Affiliate of BofA, (iv) HCP, Inc., a Maryland corporation, or an Affiliate of HCP, Inc. and (v) one or more of the following:

•         (A)  a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (A) satisfies the Eligibility Requirements;

          (B)  an investment company, money management firm or "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the Eligibility Requirements;

          (C)  an institution substantially similar to any of the foregoing entities described in clause (v)(A) , (v)(B) or (v)(F) that satisfies the Eligibility Requirements;

          (D)  any entity Controlled by, Controlling or under common Control with any of the entities described in clause (v)(A) , (v)(B) or (v)(C) above or clauses (v)(F) or (iv)(G) below;

          (E)  a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges its interest in a Junior Loan, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (aa) a securitization of, (bb) the creation of collateralized debt obligations (" CDO ") secured by, or (cc) a financing through an "owner trust" of, a Junior Loan or any interest therein (any of the foregoing, a " Securitization Vehicle "), provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment grade by each of the Rating Agencies which assigned a rating to one or more classes of securities issued in connection with a Securitization (it being understood that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization Vehicle, a Rating Agency Confirmation will not be required in connection with a transfer of the Junior Loan or any interest therein to such Securitization Vehicle (except that if one or more classes of securities issued in connection with a Securitization is rated by Moody's, the transferee may not rely on this clause (1) with respect to Moody's); (2) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has the Required Special Servicer Rating at the time of Transfer and the related transaction documents for such Securitization Vehicle require that any successor have the Required Special Servicer Rating (such entity, an " Approved Servicer ") and such Approved Servicer is required to service and administer such Junior Loan or any interest therein in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Transferee, are each Qualified Transferees under clause (v)(A) , (B) , (C) , (D) , (F) or (G) of this definition;

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•         (F)  an investment fund, limited liability company, limited partnership or general partnership (a " Permitted Investment Fund ") where a Permitted Fund Manager acts as the general partner, managing member or fund manager and at least fifty percent (50%) of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more of the following: a Qualified Transferee, an institutional "accredited investor", within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended, and/or a "qualified institutional buyer" or both within the meaning of Rule 144A promulgated under the Securities Exchange Act of 1934, as amended, provided such institutional "accredited investors" or "qualified institutional buyers" that are used to satisfy the 50% test set forth above in this clause (F) satisfy the financial tests in clause (i) of the definition of Eligibility Requirements; or

          (G)  any Person for which the Rating Agencies have issued a Rating Agency Confirmation with respect to such Transfer.

        " Qualified Trustee " means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top two (2) rating categories of S&P and either Fitch or Moody's ( provided , however , if the Senior Loan has been securitized, the rating requirement of any agency not a Rating Agency will be disregarded).

        " Rated Final Distribution Date " has the meaning set forth in the pooling and servicing agreement pursuant to which the Senior Loan is Securitized and serviced until such time that the Senior Loan is no longer subject to such pooling and servicing agreement.

        " Rating Agencies " shall mean, prior to the final Securitization of the Senior Loan, collectively, S&P, Moody's and Fitch, and any other nationally-recognized statistical rating agency which has been designated by Senior Lender and, after the Securitization of the Senior Loan, shall mean any of the foregoing that have rated any of the Certificates.

        " Rating Agency Confirmation " means a written affirmation from each of the Rating Agencies that the credit rating of the Certificates assigned by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event. In the event that no Certificates are outstanding or the Senior Loan is not part of a Securitization, any action that would otherwise require a Rating Agency Confirmation shall instead require the consent of Senior Lender, which consent shall not be unreasonably withheld or delayed. All fees and expenses of the Rating Agencies incurred in connection with any Rating Agency Confirmation required pursuant to this Agreement as the result of a request or action of a Junior Lender shall be paid by such Junior Lender.

        " Redirection Notice " has the meaning set forth in Section 16(a) hereof.

        " Repo Agreement " has the meaning set forth in Section 16(a) hereof.

        " Required Special Servicer Rating " means a special servicer that (i) has a rating of "CSS1" in the case of Fitch, (ii) is on S&P's Select Servicer List as a US Commercial Mortgage Special Servicer in the case of S&P and (iii) in the case of Moody's, such special servicer is acting as special servicer for a loan in a commercial mortgage loan securitization that was rated by Moody's within the twelve (12) month period prior to the date of determination and Moody's has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities. The requirement of any agency not a Rating Agency shall be disregarded.

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        " Resized Components " has the meaning set forth in Section 15(m) hereof.

        " Resizing Date " has the meaning set forth in Section 15(m) hereof.

        " Resizing Notice " has the meaning set forth in Section 15(m) hereof.

        " S&P " means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors in interest.

        " Second Mezzanine Borrower " has the meaning set forth on Schedule 1 attached hereto.

        " Second Mezzanine Cash Management Agreement " means any cash management agreement executed in connection with, or the cash management provisions of, the Second Mezzanine Loan Documents.

        " Second Mezzanine Lender " has the meaning set forth in the Recitals hereto.

        " Second Mezzanine Loan " has the meaning set forth in the Recitals hereto.

        " Second Mezzanine Loan Agreement " has the meaning set forth in the Recitals hereto.

        " Second Mezzanine Loan Documents " has the meaning set forth in the Recitals hereto.

        " Second Mezzanine Loan Liabilities " means, collectively, all of the indebtedness, liabilities and obligations of Second Mezzanine Borrower under any Second Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Second Mezzanine Borrower, whether or not such interest would be allowed in such case, proceeding or action), the Second Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Second Mezzanine Borrower to Second Mezzanine Lender now existing or hereafter incurred or created under the Second Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Second Mezzanine Borrower to Second Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Second Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

        " Second Mezzanine Note " has the meaning set forth in the Recitals hereto.

        " Second Mezzanine Noteholders " has the meaning provided in the Recitals hereto.

        " Second Mezzanine Pledge Agreement " has the meaning set forth in the Recitals hereto.

        " Securitization " has the meaning set forth in the Senior Loan Agreement.

        " Securitization Vehicle " has the meaning set forth in the definition of the term "Qualified Transferee".

        " Senior Borrower " has the meaning set forth on Schedule 1 attached hereto.

        " Senior Junior Borrowers " means (i) with respect to the First Mezzanine Loan, none of the other Junior Borrowers; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Borrower; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Borrower and the Second Mezzanine Borrower; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower, and the Third Mezzanine Borrower; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower and the Fourth Mezzanine Borrower, (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower and the Fifth Mezzanine Borrower and (vii) with respect to the

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Seventh Mezzanine Loan, the First Mezzanine Borrower, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower and the Sixth Mezzanine Borrower.

        " Senior Junior Lenders " means (i) with respect to the First Mezzanine Loan, none of the other Junior Lenders; (ii) with respect to the Second Mezzanine Loan, First Mezzanine Lender; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Lender and the Second Mezzanine Lender; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, and the Third Mezzanine Lender; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, the Third Mezzanine Lender and the Fourth Mezzanine Lender, (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, the Third Mezzanine Lender, the Fourth Mezzanine Lender and the Fifth Mezzanine Lender and (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Lender, the Second Mezzanine Lender, the Third Mezzanine Lender, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender and the Sixth Mezzanine Lender. As the context requires, Senior Junior Lenders shall have the following order of priority: (i) first, the First Mezzanine Lender; (ii) second, the Second Mezzanine Lender; (iii) third, the Third Mezzanine Lender; (iv) fourth, the Fourth Mezzanine Lender; (v) fifth, the Fifth Mezzanine Lender, (vi) sixth, the Sixth Mezzanine Lender and (vii) seventh, the Seventh Mezzanine Lender.

        " Senior Junior Loan Agreements " means (i) with respect to the First Mezzanine Loan, none of the other Junior Loan Agreements; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Loan Agreement; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Loan Agreement and the Second Mezzanine Loan Agreement; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement and the Third Mezzanine Loan Agreement; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement and the Fourth Mezzanine Loan Agreement, (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement and the Fifth Mezzanine Loan Agreement, (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Loan Agreement, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement and the Sixth Mezzanine Loan Agreement. As the context requires, the Senior Junior Loan Agreements shall have the following order of priority: (i) first, the First Mezzanine Loan Agreement; (ii) second, the Second Mezzanine Loan Agreement; (iii) third, the Third Mezzanine Loan Agreement; (iv) fourth, the Fourth Mezzanine Loan Agreement; (v) fifth, the Fifth Mezzanine Loan Agreement, (vi) sixth, the Sixth Mezzanine Loan Agreement and (vii) seventh, the Seventh Mezzanine Loan Agreement.

        " Senior Junior Loan Cash Management Agreements " means (i) with respect to the First Mezzanine Loan, none of the other Junior Loan Cash Management Agreements; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Cash Management Agreement; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Cash Management Agreement and the Second Mezzanine Cash Management Agreement; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Cash Management Agreement, the Second Mezzanine Cash Management Agreement and the Third Mezzanine Cash Management Agreement; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Cash Management Agreement, the Second Mezzanine Cash Management Agreement, the Third Mezzanine Cash Management Agreement and the Fourth Mezzanine Cash Management Agreement; (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Cash Management Agreement, the Second Mezzanine Cash Management Agreement, the Third Mezzanine Cash Management Agreement, the Fourth Mezzanine Cash Management Agreement and the Fifth Mezzanine Cash Management Agreement; (vii) with respect to the Seventh Mezzanine Loan, the First

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Mezzanine Cash Management Agreement, the Second Mezzanine Cash Management Agreement, the Third Mezzanine Cash Management Agreement, the Fourth Mezzanine Cash Management Agreement the Fifth Mezzanine Cash Management Agreement and the Sixth Mezzanine Cash Management Agreement. As the context requires, the Senior Junior Loan Cash Management Agreements shall have the following order of priority: (i) first, the First Mezzanine Cash Management Agreement; (ii) second, the Second Mezzanine Cash Management Agreement; (iii) third, the Third Mezzanine Cash Management Agreement; (iv) fourth, the Fourth Mezzanine Cash Management Agreement; (v) fifth, the Fifth Mezzanine Cash Management Agreement; (vi) sixth, the Sixth Mezzanine Cash Management Agreement and (vii) seventh, the Seventh Mezzanine Cash Management Agreement.

        " Senior Junior Loan Documents " means (i) with respect to the First Mezzanine Loan, none of the other Junior Loan Documents; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Loan Documents; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Loan Documents and the Second Mezzanine Loan Documents; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents and the Third Mezzanine Loan Documents; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents and the Fourth Mezzanine Loan Documents, (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents and the Fifth Mezzanine Loan Documents and (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents and the Sixth Mezzanine Loan Documents. As the context requires, the Senior Junior Loan Documents shall have the following order of priority: (i) first, the First Mezzanine Loan Documents; (ii) second, the Second Mezzanine Loan Documents; (iii) third, the Third Mezzanine Loan Documents; (iv) fourth, the Fourth Mezzanine Loan Documents; (v) fifth, the Fifth Mezzanine Loan Documents; (vi) sixth, the Sixth Mezzanine Loan Documents and (vii) seventh, the Seventh Mezzanine Loan Documents.

        " Senior Junior Loan Liabilities " means (i) with respect to the First Mezzanine Loan, none of the other Junior Loan Liabilities; (ii) with respect to the Second Mezzanine Loan, the First Mezzanine Loan Liabilities; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Loan Liabilities and the Second Mezzanine Loan Liabilities; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, and the Third Mezzanine Loan Liabilities; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities and the Fourth Mezzanine Loan Liabilities, (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities and the Fifth Mezzanine Loan Liabilities and (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Loan Liabilities, the Second Mezzanine Loan Liabilities, the Third Mezzanine Loan Liabilities, the Fourth Mezzanine Loan Liabilities, the Fifth Mezzanine Loan Liabilities and the Sixth Mezzanine Loan Liabilities. As the context requires, the Senior Junior Loan Liabilities shall have the following order of priority: (i) first, the First Mezzanine Loan Liabilities; (ii) second, the Second Mezzanine Loan Liabilities; (iii) third, the Third Mezzanine Loan Liabilities; (iv) fourth, the Fourth Mezzanine Loan Liabilities; (v) fifth, the Fifth Mezzanine Loan Liabilities; (vi) sixth, the Sixth Mezzanine Loan Liabilities and (vii) seventh, the Seventh Mezzanine Loan Liabilities.

        " Senior Junior Loan Modification " has the meaning provided in Section 8(c) hereof.

        " Senior Junior Loan Purchase Price " has the meaning provided in Section 14(a) .

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        " Senior Junior Loans " means (i) with respect to the First Mezzanine Loan, none of the other Junior Loans; (ii) with respect to the Second Mezzanine Loan, First Mezzanine Loan; (iii) with respect to the Third Mezzanine Loan, the First Mezzanine Loan and the Second Mezzanine Loan; (iv) with respect to the Fourth Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan; (v) with respect to the Fifth Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan; (vi) with respect to the Sixth Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan and (vii) with respect to the Seventh Mezzanine Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan. As the context requires, Senior Junior Loans shall have the following order of priority: (i) first, First Mezzanine Loan; (ii) second, Second Mezzanine Loan; (iii) third, Third Mezzanine Loan; (iv) fourth, Fourth Mezzanine Loan; (v) fifth, the Fifth Mezzanine Loan, (vi) sixth, the Sixth Mezzanine Loan and (vii) seventh, the Seventh Mezzanine Loan.

        " Senior Lender " has the meaning set forth in the Recitals hereto, and if the Senior Loan has been split into two (2) or more loans in connection with the removal of an Individual Property or Properties from the Senior Loan in accordance with Section 15(n) hereof, the holder of each such split loan; provided notice thereof has been given to each Junior Lender and provided that each such holder shall have assumed the obligations of Senior Lender hereunder in writing.

        " Senior Loan " has the meaning set forth in the Recitals hereto.

        " Senior Loan Agreement " has the meaning set forth in the Recitals hereto.

        " Senior Loan Cash Management Agreement " means any cash management agreement or agreements executed in connection with, or cash management provisions of, the Senior Loan Documents.

        " Senior Loan Default Notice " has the meaning set forth in Section 12(a) hereof.

        " Senior Loan Documents " has the meaning set forth in the Recitals hereto.

        " Senior Loan Liabilities " shall mean, collectively, all of the indebtedness, liabilities and obligations of Borrower under any Senior Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Borrower, whether or not such interest would be allowed in such case, proceeding or action), the Senior Loan, (ii) all other indebtedness, obligations and liabilities of Borrower to Senior Lender now existing or hereafter incurred or created under the Senior Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Borrower to Senior Lender now existing or hereafter incurred, created and arising from or relating to the Senior Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

        " Senior Loan Modification " has the meaning set forth in Section 8(a) hereof.

        " Senior Loan Purchase Price " has the meaning set forth in Section 14(a) hereof.

        " Senior Note " has the meaning set forth in the Recitals hereto.

        " Senior Noteholders " has the meaning provided in the Recitals hereto.

        " Separate Collateral " means, with respect to each Junior Loan, collectively, (i) the Equity Collateral, (ii) the accounts (and monies therein from time to time) established pursuant to each of the Junior Loan Cash Management Agreements, and (iii) any other collateral or benefits, including guarantees or interest rate cap or hedging agreements, given as security for each of the Junior Loans

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pursuant to the Junior Loan Documents, in each case not constituting security for the Senior Loan or any Senior Junior Loans.

        " Separate Collateral Enforcement Action " means any action or proceeding or other exercise of a Junior Lender's rights and remedies under its respective Junior Loan Documents, at law or in equity, or otherwise, in order to realize upon any of its respective Separate Collateral (including, without limitation, an assignment in lieu of foreclosure or other negotiated settlement in lieu of any such enforcement action).

        " Seventh Mezzanine Borrower " has the meaning set forth on Schedule 1 attached hereto.

        " Seventh Mezzanine Cash Management Agreement " means any cash management agreement executed in connection with, or the cash management provisions of, the Seventh Mezzanine Loan Documents.

        " Seventh Mezzanine Lender " has the meaning set forth in the Recitals hereto.

        " Seventh Mezzanine Loan " has the meaning set forth in the Recitals hereto.

        " Seventh Mezzanine Loan Agreement " has the meaning set forth in the Recitals hereto.

        " Seventh Mezzanine Loan Documents " has the meaning set forth in the Recitals hereto.

        " Seventh Mezzanine Loan Liabilities " means, collectively, all of the indebtedness, liabilities and obligations of Seventh Mezzanine Borrower under any Seventh Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Seventh Mezzanine Borrower, whether or not such interest would be allowed in such case, proceeding or action), the Seventh Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Seventh Mezzanine Borrower to Seventh Mezzanine Lender now existing or hereafter incurred or created under the Seventh Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Seventh Mezzanine Borrower to Seventh Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Seventh Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

        " Seventh Mezzanine Note " has the meaning set forth in the Recitals hereto.

        " Seventh Mezzanine Noteholders " has the meaning provided in the Recitals hereto.

        " Seventh Mezzanine Pledge Agreement " has the meaning set forth in the Recitals hereto.

        " Sixth Mezzanine Borrower " has the meaning set forth on Schedule 1 attached hereto.

        " Sixth Mezzanine Cash Management Agreement " means any cash management agreement executed in connection with, or the cash management provisions of, the Sixth Mezzanine Loan Documents.

        " Sixth Mezzanine Lender " has the meaning set forth in the Recitals hereto.

        " Sixth Mezzanine Loan " has the meaning set forth in the Recitals hereto.

        " Sixth Mezzanine Loan Agreement " has the meaning set forth in the Recitals hereto.

        " Sixth Mezzanine Loan Documents " has the meaning set forth in the Recitals hereto.

        " Sixth Mezzanine Loan Liabilities " means, collectively, all of the indebtedness, liabilities and obligations of Sixth Mezzanine Borrower under any Sixth Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation,

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any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Sixth Mezzanine Borrower, whether or not such interest would be allowed in such case, proceeding or action), the Sixth Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Sixth Mezzanine Borrower to Sixth Mezzanine Lender now existing or hereafter incurred or created under the Sixth Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Sixth Mezzanine Borrower to Sixth Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Sixth Mezzanine Loan, including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

        " Sixth Mezzanine Note " has the meaning set forth in the Recitals hereto.

        " Sixth Mezzanine Noteholders " has the meaning provided in the Recitals hereto.

        " Sixth Mezzanine Pledge Agreement " has the meaning set forth in the Recitals hereto.

        " South Carolina Management Agreement " shall mean, collectively and individually as the context shall require, those certain Management Agreements, each dated as of the closing date of the Senior Loan, entered into with respect to each Individual Property that is located in the State of South Carolina, between the operator of a Property located in South Carolina and HCR III Healthcare, LLC, a Delaware limited liability company, as the master tenant.

        " SPE Constituent Entity " means any entity required to be a single purpose entity pursuant to the terms of the Senior Loan Documents (but excluding any Junior Borrower).

        " Subordinate Junior Borrowers " means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Borrower, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower and the Seventh Mezzanine Borrower; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Borrower, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower and the Seventh Mezzanine Borrower; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Borrower, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower and the Seventh Mezzanine Borrower; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Borrower, the Sixth Mezzanine Borrower and the Seventh Mezzanine Borrower; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Borrower and the Seventh Mezzanine Borrower; (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Borrower and (vii) with respect to the Seventh Mezzanine Loan, none of the other Junior Borrowers. As the context requires, the Subordinate Junior Borrowers shall have the following order of priority: (i) first, the First Mezzanine Borrower; (ii) second, the Second Mezzanine Borrower; (iii) third, the Third Mezzanine Borrower; (iv) fourth, the Fourth Mezzanine Borrower; (v) fifth, the Fifth Mezzanine Borrower; (vi) sixth, the Sixth Mezzanine Borrower and (vii) seventh, the Seventh Mezzanine Borrower.

        " Subordinate Junior Lenders " means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Lender, the Third Mezzanine Lender, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender and the Seventh Mezzanine Lender; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Lender, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender and the Seventh Mezzanine Lender; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Lender, the Fifth Mezzanine Lender, the Sixth Mezzanine Lender and the Seventh Mezzanine Lender; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Lender the Sixth Mezzanine Lender and the Seventh Mezzanine Lender; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Lender and the Seventh Mezzanine Lender; (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Lender and (vii) with respect to the Seventh Mezzanine Loan, none of the other Junior Lenders. As the context requires, the Subordinate Junior Lenders shall have the following order of priority: (i) first, the First Mezzanine

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Lender; (ii) second, the Second Mezzanine Lender; (iii) third, the Third Mezzanine Lender; (iv) fourth, the Fourth Mezzanine Lender; (v) fifth, the Fifth Mezzanine Lender; (vi) sixth, the Sixth Mezzanine Lender and (vii) seventh, the Seventh Mezzanine Lender.

        " Subordinate Junior Loan Agreements " means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Loan Agreement, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement and the Seventh Mezzanine Loan Agreement; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Loan Agreement, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement and the Seventh Mezzanine Loan Agreement; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Loan Agreement, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement and the Seventh Mezzanine Loan Agreement; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Loan Agreement, the Sixth Mezzanine Loan Agreement and the Seventh Mezzanine Loan Agreement; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Loan Agreement and the Seventh Mezzanine Loan Agreement; (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Loan Agreement and (vii) with respect to the Seventh Mezzanine Loan, none of the other Junior Loan Agreements. As the context requires, the Subordinate Junior Loan Agreements shall have the following order of priority: (i) first, the First Mezzanine Loan Agreement; (ii) second, the Second Mezzanine Loan Agreement; (iii) third, the Third Mezzanine Loan Agreement; (iv) fourth, the Fourth Mezzanine Loan Agreement; (v) fifth, the Fifth Mezzanine Loan Agreement, (vi) sixth, the Sixth Mezzanine Loan Agreement and (vii) seventh, the Seventh Mezzanine Loan Agreement.

        " Subordinate Junior Loan Cash Management Agreements " means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Cash Management Agreement, the Third Mezzanine Cash Management Agreement, the Fourth Mezzanine Cash Management Agreement the Fifth Mezzanine Cash Management Agreement, the Sixth Mezzanine Cash Management Agreement and the Seventh Mezzanine Cash Management Agreement; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Cash Management Agreement, the Fourth Mezzanine Cash Management Agreement, the Fifth Mezzanine Cash Management Agreement, the Sixth Mezzanine Cash Management Agreement and the Seventh Mezzanine Cash Management Agreement; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Cash Management Agreement, the Fifth Mezzanine Cash Management Agreement, the Sixth Mezzanine Cash Management Agreement and the Seventh Mezzanine Cash Management Agreement; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Cash Management Agreement, the Sixth Mezzanine Cash Management Agreement and the Seventh Mezzanine Cash Management Agreement; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Cash Management Agreement and the Seventh Mezzanine Cash Management Agreement; (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Cash Management Agreement and (vii) with respect to the Seventh Mezzanine Loan, none of the other Junior Loan Cash Management Agreements. As the context requires, the Subordinate Junior Loan Cash Management Agreements shall have the following order of priority: (i) first, the First Mezzanine Cash Management Agreement; (ii) second, the Second Mezzanine Cash Management Agreement; (iii) third, the Third Mezzanine Cash Management Agreement; (iv) fourth, the Fourth Mezzanine Cash Management Agreement, (v) fifth, the Fifth Mezzanine Cash Management Agreement; (vi) sixth, the Sixth Mezzanine Cash Management Agreement and (vii) seventh, the Seventh Mezzanine Cash Management Agreement.

        " Subordinate Junior Loan Documents " means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Loan Documents, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Loan Documents, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan

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Documents, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Loan Documents, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Loan Documents, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Loan Documents and the Seventh Mezzanine Loan Documents and (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Loan Documents; (vii) with respect to the Seventh Mezzanine Loan, none of the other Junior Loan Documents. As the context requires, the Subordinate Junior Loan Documents shall have the following order of priority: (i) first, the First Mezzanine Loan Documents; (ii) second, the Second Mezzanine Loan Documents; (iii) third, the Third Mezzanine Loan Documents; (iv) fourth, the Fourth Mezzanine Loan Documents; (v) fifth, the Fifth Mezzanine Loan Documents; (vi) sixth, the Sixth Mezzanine Loan Documents and (vii) seventh, the Seventh Mezzanine Loan Documents.

        " Subordinate Junior Loans " means (i) with respect to the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan; (ii) with respect to the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan; (iii) with respect to the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan; (iv) with respect to the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan; (v) with respect to the Fifth Mezzanine Loan, the Sixth Mezzanine Loan and the Seventh Mezzanine Loan; (vi) with respect to the Sixth Mezzanine Loan, the Seventh Mezzanine Loan and (vii) with respect to the Seventh Mezzanine Loan, none of the other Junior Loans. As the context requires, the Subordinate Junior Loans shall have the following order of priority: (i) first, the First Mezzanine Loan; (ii) second, the Second Mezzanine Loan; (iii) third, the Third Mezzanine Loan; (iv) fourth, the Fourth Mezzanine Loan; (v) fifth, the Fifth Mezzanine Loan; (vi) sixth, the Sixth Mezzanine Loan and (vii) seventh, the Seventh Mezzanine Loan.

        " Third Party Agreement " has the meaning set forth in Section 6(a) hereof.

        " Third Mezzanine Borrower " has the meaning set forth on Schedule 1 attached hereto.

        " Third Mezzanine Cash Management Agreement " means any cash management agreement executed in connection with, or the cash management provisions of, the Third Mezzanine Loan Documents.

        " Third Mezzanine Lender " has the meaning set forth in the Recitals hereto.

        " Third Mezzanine Loan " has the meaning set forth in the Recitals hereto.

        " Third Mezzanine Loan Agreement " has the meaning set forth in the Recitals hereto.

        " Third Mezzanine Loan Documents " has the meaning set forth in the Recitals hereto.

        " Third Mezzanine Loan Liabilities " means, collectively, all of the indebtedness, liabilities and obligations of Fourth Mezzanine Borrower under any Third Mezzanine Loan Document, including, without limitation (i) the principal amount of, and accrued interest on (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of Third Mezzanine Borrower, whether or not such interest would be allowed in such case, proceeding or action), the Third Mezzanine Loan, (ii) all other indebtedness, obligations and liabilities of Third Mezzanine Borrower to Third Mezzanine Lender now existing or hereafter incurred or created under the Third Mezzanine Loan Documents, and (iii) all other indebtedness, obligations and liabilities of Third Mezzanine Borrower to Third Mezzanine Lender now existing or hereafter incurred, created and arising from or relating to the Third Mezzanine Loan,

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including, without limitation, any late charges, default interest, prepayment fees or premiums (including spread maintenance and yield maintenance premiums), exit fees, advances and post-petition interest.

        " Third Mezzanine Note " has the meaning set forth in the Recitals hereto.

        " Third Mezzanine Noteholders " has the meaning provided in the Recitals hereto.

        " Third Mezzanine Pledge Agreement " has the meaning set forth in the Recitals hereto.

        " Third Party Agreement " has the meaning set forth in Section 6(a) hereof.

        " Third Party Obligor " has the meaning set forth in Section 6(a) hereof.

        " Transfer " means any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.

•         (a)   For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

  •           (i)  all capitalized terms defined in the recitals to this Agreement shall have the meanings ascribed thereto whenever used in this Agreement and the terms defined in this Agreement have the meanings assigned to them in this Agreement, and the use of any gender herein shall be deemed to include the other genders;

             (ii)  terms not otherwise defined herein shall have the meaning assigned to them in the Senior Loan Agreement;

            (iii)  all references in this Agreement to designated Sections, Subsections, Paragraphs, Articles, Exhibits, Schedules and other subdivisions or addenda without reference to a document are to the designated sections, subsections, paragraphs and articles and all other subdivisions of and exhibits, schedules and all other addenda to this Agreement, unless otherwise specified;

            (iv)  a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall apply to Paragraphs and other subdivisions;

             (v)  the terms "includes" or "including" shall mean without limitation by reason of enumeration;

            (vi)  the words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision;

           (vii)  the headings and captions used in this Agreement are for convenience of reference only and do not define, limit or describe the scope or intent of the provisions of this Agreement;

          (viii)  the words "to Junior Lender's knowledge" or "to the knowledge of Junior Lender" (or words of similar meaning) shall mean to the actual knowledge of officers of the applicable Junior Lender with direct oversight responsibility for its Junior Loan without independent investigation or inquiry and without any imputation whatsoever; and

            (ix)  the words "to Senior Lender's knowledge" or "to the knowledge of Senior Lender" (or words of similar meaning) shall mean to the actual knowledge of officers of Senior Lender with direct oversight responsibility for the Senior Loan without independent investigation or inquiry and without any imputation whatsoever.

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        Section 2.     Characterization of the Junior Loans.     

        (a)     Senior Loan.     Each Junior Lender, with respect only to its Junior Loan, hereby acknowledges that (i) Senior Borrower will not ever have any liability or obligation whatsoever with respect to the Junior Notes or otherwise in connection with the payment of the Junior Loans, (ii) the Junior Loans do not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Premises or any other collateral securing the Senior Loan or otherwise grant to any Junior Lender the status as a creditor of Senior Borrower, (iii) they shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Premises or any status as a creditor of Senior Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against Senior Borrower and (iv) they shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Junior Loans as having conferred upon any Junior Lender any lien or encumbrance upon, or security interest in, the Premises or any portion thereof or as having conferred upon Junior Lenders the status of a creditor of Senior Borrower.

        (b)     First Mezzanine Loan.     First Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the First Mezzanine Borrower will ever have any liability or obligation whatsoever with respect to the First Mezzanine Note or otherwise in connection with the payment of the First Mezzanine Loan; (ii) the First Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan other than the First Mezzanine Loan; (iii) the First Mezzanine Loan does not grant to First Mezzanine Lender the status as a creditor of any Junior Borrower other than First Mezzanine Borrower; (iv) First Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the First Mezzanine Loan; (v) First Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than First Mezzanine Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against First Mezzanine Borrower; and (vi) First Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the First Mezzanine Loan as having conferred upon First Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the First Mezzanine Loan or as having conferred upon First Mezzanine Lender the status of a creditor of any Junior Borrower other than First Mezzanine Borrower.

        (c)     Second Mezzanine Loan.     Second Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Second Mezzanine Borrower will ever have any liability or obligation whatsoever with respect to the Second Mezzanine Note or otherwise in connection with the payment of the Second Mezzanine Loan; (ii) the Second Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan other than the Second Mezzanine Loan; (iii) the Second Mezzanine Loan does not grant to Second Mezzanine Lender the status as a creditor of any Junior Borrower other than Second Mezzanine Borrower; (iv) Second Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Second Mezzanine Loan; (v) Second Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Second Mezzanine Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against Second Mezzanine Borrower; and (vi) Second Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Second Mezzanine Loan as having conferred upon Second Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Second Mezzanine Loan or as having conferred upon Second

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Mezzanine Lender the status of a creditor of any Junior Borrower other than Second Mezzanine Borrower.

        (d)     Third Mezzanine Loan.     Third Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Third Mezzanine Borrower will ever have any liability or obligation whatsoever with respect to the Third Mezzanine Note or otherwise in connection with the payment of the Third Mezzanine Loan; (ii) the Third Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan other than the Third Mezzanine Loan; (iii) the Third Mezzanine Loan does not grant to Third Mezzanine Lender the status as a creditor of any Junior Borrower other than Third Mezzanine Borrower; (iv) Third Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Third Mezzanine Loan; (v) Third Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Third Mezzanine Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against Third Mezzanine Borrower; and (vi) Third Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Third Mezzanine Loan as having conferred upon Third Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Third Mezzanine Loan or as having conferred upon Third Mezzanine Lender the status of a creditor of any Junior Borrower other than Third Mezzanine Borrower.

        (e)     Fourth Mezzanine Loan.     Fourth Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Fourth Mezzanine Borrower will ever have any liability or obligation whatsoever with respect to the Fourth Mezzanine Note or otherwise in connection with the payment of the Fourth Mezzanine Loan; (ii) the Fourth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan other than the Fourth Mezzanine Loan; (iii) the Fourth Mezzanine Loan does not grant to Fourth Mezzanine Lender the status as a creditor of any Junior Borrower other than Fourth Mezzanine Borrower; (iv) Fourth Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Fourth Mezzanine Loan; (v) Fourth Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Fourth Mezzanine Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against Fourth Mezzanine Borrower; and (vi) Fourth Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Fourth Mezzanine Loan as having conferred upon Fourth Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Fourth Mezzanine Loan or as having conferred upon Fourth Mezzanine Lender the status of a creditor of any Junior Borrower other than Fourth Mezzanine Borrower.

        (f)     Fifth Mezzanine Loan.     Fifth Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Fifth Mezzanine Borrower will ever have any liability or obligation whatsoever with respect to the Fifth Mezzanine Note or otherwise in connection with the payment of the Fifth Mezzanine Loan; (ii) the Fifth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan other than the Fifth Mezzanine Loan; (iii) the Fifth Mezzanine Loan does not grant to Fifth Mezzanine Lender the status as a creditor of any Junior Borrower other than Fifth Mezzanine Borrower; (iv) Fifth Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Fifth Mezzanine Loan; (v) Fifth Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior

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Borrower other than Fifth Mezzanine Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against Fifth Mezzanine Borrower; and (vi) Fifth Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Fifth Mezzanine Loan as having conferred upon Fifth Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Fifth Mezzanine Loan or as having conferred upon Fifth Mezzanine Lender the status of a creditor of any Junior Borrower other than Fifth Mezzanine Borrower.

        (g)     Sixth Mezzanine Loan.     Sixth Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Sixth Mezzanine Borrower will ever have any liability or obligation whatsoever with respect to the Sixth Mezzanine Note or otherwise in connection with the payment of the Sixth Mezzanine Loan; (ii) the Sixth Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan other than the Sixth Mezzanine Loan; (iii) the Sixth Mezzanine Loan does not grant to Sixth Mezzanine Lender the status as a creditor of any Junior Borrower other than Sixth Mezzanine Borrower; (iv) Sixth Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Sixth Mezzanine Loan; (v) Sixth Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Sixth Mezzanine Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against Sixth Mezzanine Borrower; and (vi) Sixth Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Sixth Mezzanine Loan as having conferred upon Sixth Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Sixth Mezzanine Loan or as having conferred upon Sixth Mezzanine Lender the status of a creditor of any Junior Borrower other than Sixth Mezzanine Borrower.

        (h)     Seventh Mezzanine Loan.     Seventh Mezzanine Lender hereby acknowledges that (i) no Junior Borrower other than the Seventh Mezzanine Borrower will ever have any liability or obligation whatsoever with respect to the Seventh Mezzanine Note or otherwise in connection with the payment of the Seventh Mezzanine Loan; (ii) the Seventh Mezzanine Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan other than the Seventh Mezzanine Loan; (iii) the Seventh Mezzanine Loan does not grant to Seventh Mezzanine Lender the status as a creditor of any Junior Borrower other than Seventh Mezzanine Borrower; (iv) Seventh Mezzanine Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Seventh Mezzanine Loan; (v) Seventh Mezzanine Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Seventh Mezzanine Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against Seventh Mezzanine Borrower; and (vi) Seventh Mezzanine Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Seventh Mezzanine Loan as having conferred upon Seventh Mezzanine Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Seventh Mezzanine Loan or as having conferred upon Seventh Mezzanine Lender the status of a creditor of any Junior Borrower other than Seventh Mezzanine Borrower.

        (i)     Junior Loans.     Senior Lender hereby acknowledges that (i) no Junior Borrower will ever have any liability or obligation whatsoever with respect to the Senior Note or otherwise in connection with the payment of the Senior Loan; (ii) the Senior Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan; (iii) the Senior

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Loan does not grant to Senior Lender the status as a creditor of any Junior Borrower; (iv) Senior Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan; (v) Senior Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against any Junior Borrower; and (vi) Senior Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Senior Loan as having conferred upon Senior Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan or as having conferred upon Senior Lender the status of a creditor of any Junior Borrower.

        Section 3.     Approval of Loans and Loan Documents.     

        (a)     Junior Lenders.     Each Junior Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions of this Agreement, hereby consents to and approves of the making of the Senior Loan and each of the Junior Loans and, subject to the terms and provisions of this Agreement, all of the terms and provisions of the Senior Loan Documents and each of the Junior Loan Documents; (ii) the execution, delivery and performance of the Senior Loan Documents and each of the Junior Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Junior Loan Documents relating to the Junior Loan held by such Junior Lender; (iii) none of Senior Lender or any of the other Junior Lenders are under any obligation or duty to, nor has Senior Lender or any of the other Junior Lenders represented that either will, see to (A) the application of the proceeds of the Senior Loan by Borrower or any other Person to whom Senior Lender disburses such proceeds and (B) the application of the proceeds of any Junior Loan other than the Junior Loan held by such Junior Lender; (iv) (A) any application or use of the proceeds of the Senior Loan for purposes other than those provided in the Senior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Senior Loan Documents and (B) any application or use of the proceeds of any Junior Loan other than the Junior Loan held by such Junior Lender for purposes other than those provided in the related Junior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the related Junior Loan Documents; and (v) any conditions precedent to such Junior Lender's consent to mezzanine or partner financing as set forth in the Junior Loan Documents or any other agreements with Junior Borrowers, as they apply to the Junior Loan Documents or the making of the Junior Loans, have been either satisfied or waived.

        (b)     Senior Lender.     Senior Lender hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this Agreement, hereby consents to and approves of the making of the Junior Loans and, subject to the terms and provisions of this Agreement, all of the terms and provisions of the Junior Loan Documents; (ii) subject to the terms and provisions of this Agreement, the execution, delivery and performance of the Junior Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Senior Loan Documents; (iii) none of the Junior Lenders are under any obligation or duty to, nor has any Junior Lender represented that it will, see to the application of the proceeds of the Junior Loans; (iv) any application or use of the proceeds of the Junior Loans for purposes other than those provided in the Junior Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Junior Loan Documents; and (v) any conditions precedent to Senior Lender's consent to mezzanine or partner financing as set forth in the Senior Loan Documents or any other agreements with the Senior Borrower, as they apply to the Junior Loan Documents or the making of the Junior Loans, have been either satisfied or waived. Notwithstanding any provisions herein to the contrary, Senior Lender agrees that no default or Event of Default under any of the Junior Loan Documents shall, in and of itself, constitute or give rise to a default or Event of Default under the Senior Loan Documents, entitle Senior Lender to accelerate payments under the Senior Loan Documents or entitle Senior Lender to modify any provisions of the Senior Loan Documents;

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provided , however , the circumstances giving rise to a default or Event of Default under the Junior Loan Documents may independently give rise to a default or Event of Default under the Senior Loan Documents as provided for therein.

        Section 4.     Representations and Warranties.     

        (a)     Senior Lender.     Senior Lender hereby represents and warrants to each of the Junior Lenders as follows:

•           (i)   Exhibit A attached hereto and made a part hereof is a true and correct listing of the material Senior Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof. To Senior Lender's knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under any of the Senior Loan Documents.

           (ii)  Senior Lender and the other Senior Noteholders (as defined in the Senior Loan Agreement) are the legal and beneficial owners of the Senior Loan free and clear of any lien, security interest, option or other charge or encumbrance.

          (iii)  There are no conditions precedent to the effectiveness of this Agreement with respect to Senior Lender that have not been satisfied or waived.

          (iv)  Senior Lender has, independently and without reliance upon Junior Lenders and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to make the Senior Loan and to enter into this Agreement.

           (v)  Senior Lender is duly organized and is validly existing under the laws of the jurisdiction under which it was organized with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.

          (vi)  All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Senior Lender have been duly taken, and all such actions continue in full force and effect as of the date hereof.

         (vii)  Senior Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of Senior Lender enforceable against Senior Lender in accordance with its terms subject to (y) applicable bankruptcy, reorganization, insolvency and moratorium laws and (z) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.

        (viii)  To Senior Lender's knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by Senior Lender of this Agreement or consummation by Senior Lender of the transactions contemplated by this Agreement.

          (ix)  None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will (v) violate or conflict with any provision of the organizational or governing documents, if any, of Senior Lender, (w) to Senior Lender's knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Senior Lender is a party or to which any of its properties are subject, (x) to Senior Lender's knowledge, result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of Senior Lender pursuant to the terms of any such material

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• 
  

  contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument, (y) violate any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental or regulatory body of which Senior Lender has knowledge against, or binding upon, Senior Lender or upon any of the securities, properties, assets, or business of Senior Lender or (z) to Senior Lender's knowledge, constitute a violation by Senior Lender of any statute, law or regulation that is applicable to Senior Lender.

           (x)  The Senior Loan is not cross-defaulted with any other loan. The Premises do not secure any other loan from Senior Lender to Senior Borrower, Junior Borrowers or any other Affiliate of Senior Borrower.

        (b)     Junior Lenders.     Each Junior Lender hereby represents and warrants, for itself only, to Senior Lender and the other Junior Lenders as follows:

•           (i)  There are no conditions precedent to the effectiveness of this Agreement that with respect to such Junior Lender have not been satisfied or waived.

           (ii)  Such Junior Lender has, independently and without reliance upon Senior Lender or any other Junior Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to make its respective Junior Loan and to enter into this Agreement.

          (iii)  Such Junior Lender is duly organized and is validly existing under the laws of the jurisdiction under which it was organized with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.

          (iv)  All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of such Junior Lender have been duly taken, and all such actions continue in full force and effect as of the date hereof.

           (v)  Such Junior Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of such Junior Lender enforceable against such Junior Lender in accordance with its terms subject to (x) applicable bankruptcy, reorganization, insolvency and moratorium laws and (y) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity.

          (vi)  To the knowledge of such Junior Lender, no consent of any other Person and no consent, license, approval, or authorization of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by such Junior Lender of this Agreement or consummation by such Junior Lender of the transactions contemplated by this Agreement.

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•        (vii)  None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will (v) violate or conflict with any provision of the organizational or governing documents of such Junior Lender, (w) to such Junior Lender's knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under the terms of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which such Junior Lender is a party or to which any of its properties are subject, (x) to such Junior Lender's knowledge, result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of such Junior Lender pursuant to the terms of any such material contract, mortgage, lease, bond, indenture, agreement, franchise, or other instrument ( provided , however , that such Junior Lender shall have the right to grant a lien, charge, encumbrance, claim or security interest in the Junior Loan held by such Junior Lender or any portion thereof to a Loan Pledgee as contemplated by the provisions of Section 16 ), (y) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency or governmental or regulatory body of which such Junior Lender has knowledge against, or binding upon, such Junior Lender or upon any of the securities, properties, assets, or business of such Junior Lender or (z) to such Junior Lender's knowledge, constitute a violation by such Junior Lender of any statute, law or regulation that is applicable to such Junior Lender.

        (viii)  Such Junior Lender is a "Qualified Transferee" pursuant to clause (v) of the definition thereof.

        (c)     First Mezzanine Lender.     First Mezzanine Lender (but not any transferee, successor or assign of First Mezzanine Lender) hereby represents and warrants as follows:

•           (i)   Exhibit B attached hereto and made a part hereof is a true and correct listing of all material First Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof. To First Mezzanine Lender's knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under the First Mezzanine Loan Documents.

           (ii)  First Mezzanine Lender and the other First Mezzanine Noteholders are the legal and beneficial owners of the entire First Mezzanine Loan free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee (as hereinafter defined) as contemplated by the provisions of Section 16 .

          (iii)  The First Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan. The Premises do not secure any loan from First Mezzanine Lender to First Mezzanine Borrower or any other Affiliate of Senior Borrower.

        (d)     Second Mezzanine Lender.     Second Mezzanine Lender (but not any transferee, successor or assign of Second Mezzanine Lender) hereby represents and warrants as follows:

•           (i)   Exhibit C attached hereto and made a part hereof is a true and correct listing of all material Second Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof. To Second Mezzanine Lender's knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Second Mezzanine Loan Documents.

           (ii)  Second Mezzanine Lender and the other Second Mezzanine Noteholders are the legal and beneficial owners of the entire Second Mezzanine Loan free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee (as hereinafter defined) as contemplated by the provisions of Section 16 .

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•         (iii)  The Second Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan and the First Mezzanine Loan. The Premises do not secure any loan from Second Mezzanine Lender to Second Mezzanine Borrower or any other Affiliate of Borrower.

        (e)     Third Mezzanine Lender.     Third Mezzanine Lender (but not any transferee, successor or assign of Third Mezzanine Lender) hereby represents and warrants as follows:

•           (i)   Exhibit D attached hereto and made a part hereof is a true and correct listing of all material Third Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof. To Third Mezzanine Lender's knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Third Mezzanine Loan Documents.

           (ii)  Third Mezzanine Lender and the other Third Mezzanine Noteholders are the legal and beneficial owners of the entire Third Mezzanine Loan free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee (as hereinafter defined) as contemplated by the provisions of Section 16 .

          (iii)  The Third Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan and the Second Mezzanine Loan. The Premises do not secure any loan from Third Mezzanine Lender to Third Mezzanine Borrower or any other Affiliate of Senior Borrower.

        (f)     Fourth Mezzanine Lender.     Fourth Mezzanine Lender (but not any transferee, successor or assign of Fourth Mezzanine Lender) hereby represents and warrants as follows:

•           (i)   Exhibit E attached hereto and made a part hereof is a true and correct listing of all material Fourth Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof. To Fourth Mezzanine Lender's knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Fourth Mezzanine Loan Documents.

           (ii)  Fourth Mezzanine Lender and the other Fourth Mezzanine Noteholders are the legal and beneficial owners of the entire Fourth Mezzanine Loan free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee (as hereinafter defined) as contemplated by the provisions of Section 16 .

          (iii)  The Fourth Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan. The Premises do not secure any loan from Fourth Mezzanine Lender to Fourth Mezzanine Borrower or any other Affiliate of Borrower.

        (g)     Fifth Mezzanine Lender.     Fifth Mezzanine Lender (but not any transferee, successor or assign of Fifth Mezzanine Lender) hereby represents and warrants as follows:

•           (i)   Exhibit F attached hereto and made a part hereof is a true and correct listing of all material Fifth Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof. To Fifth Mezzanine Lender's knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Fifth Mezzanine Loan Documents.

           (ii)  Fifth Mezzanine Lender and the other Fifth Mezzanine Noteholders are the legal and beneficial owners of the entire Fifth Mezzanine Loan free and clear of any lien, security interest,

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• 
  

  option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee (as hereinafter defined) as contemplated by the provisions of Section 16 .

          (iii)  The Fifth Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the Fourth Mezzanine Loan. The Premises do not secure any loan from Fifth Mezzanine Lender to Fifth Mezzanine Borrower or any other Affiliate of Borrower.

        (h)     Sixth Mezzanine Lender.     Sixth Mezzanine Lender (but not any transferee, successor or assign of Sixth Mezzanine Lender) hereby represents and warrants as follows:

•           (i)   Exhibit G attached hereto and made a part hereof is a true and correct listing of all material Sixth Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof. To Sixth Mezzanine Lender's knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Sixth Mezzanine Loan Documents.

           (ii)  Sixth Mezzanine Lender and the other Sixth Mezzanine Noteholders are the legal and beneficial owners of the entire Sixth Mezzanine Loan free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee (as hereinafter defined) as contemplated by the provisions of Section 16 .

          (iii)  The Sixth Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan and the Fifth Mezzanine Loan. The Premises do not secure any loan from Sixth Mezzanine Lender to Sixth Mezzanine Borrower or any other Affiliate of Borrower.

        (i)     Seventh Mezzanine Lender.     Seventh Mezzanine Lender (but not any transferee, successor or assign of Seventh Mezzanine Lender) hereby represents and warrants as follows:

•           (i)   Exhibit H attached hereto and made a part hereof is a true and correct listing of all material Seventh Mezzanine Loan Documents (including all amendments, modifications, replacements, restatements and supplements thereof) as of the date hereof. To Seventh Mezzanine Lender's knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Seventh Mezzanine Loan Documents.

           (ii)  Seventh Mezzanine Lender and the other Seventh Mezzanine Noteholders are the legal and beneficial owners of the entire Seventh Mezzanine Loan free and clear of any lien, security interest, option or other charge or encumbrance, other than any lien or security interest granted to any Loan Pledgee (as hereinafter defined) as contemplated by the provisions of Section 16 .

          (iii)  The Seventh Mezzanine Loan is not cross-defaulted with any loan other than the Senior Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan and the Sixth Mezzanine Loan. The Premises do not secure any loan from Seventh Mezzanine Lender to Seventh Mezzanine Borrower or any other Affiliate of Senior Borrower.

        Section 5.     Transfer of Junior Loan or Senior Loan.     

        (a)     Junior Lender.     Notwithstanding the provisions of Section 9 or any other provisions hereof (including the provisions of Section 12(a)(iii) hereof), no Junior Lender or any Loan Pledgee with respect to a Junior Loan shall Transfer in the aggregate, taking into account all prior Transfers, more than forty nine percent (49%) of its respective beneficial interest in its respective Junior Loan to any Person that is not a Qualified Transferee or a Loan Pledgee, without receiving a Rating Agency Confirmation (in which case the related transferee shall thereafter be deemed to be a " Qualified

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Transferee " for all purposes of this Agreement), and in connection with any Transfer to a Qualified Transferee, any such Junior Lender shall, if requested by the Rating Agencies, provide to Senior Lender, the other Junior Lenders and the Rating Agencies within five (5) Business