Intercreditor And Subordination Agreement (Page 2 of 4) in pdf

(d)

Bankruptcy Event means (i) any insolvency or bankruptcy case or

proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in

connection therewith, relative to Borrower or Mezzanine Borrower, or (ii) any liquidation,

dissolution or other winding up of Borrower or Mezzanine Borrower, whether voluntary or

involuntary and whether or not involving insolvency or bankruptcy, or (iii) any assignment for

the benefit of creditors or any other marshaling of assets or liabilities of Borrower or Mezzanine

Borrower.

(e)

Collateral means the property encumbered by the Senior Collateral

Documents to secure the obligations of the Borrower under the Loan Agreement and the other

Senior Documents, and any additional property of Borrower or any Person other than Mezzanine

Borrower that is encumbered by liens or security interests to secure the Senior Indebtedness, but

expressly excluding any pledge of the membership interests in Borrower.

(f)

Effective Date. See Section 18.

(g)

Eligible Assignee means (i) Mezzanine Lender, (ii) any Affiliate of

Mezzanine Lender, or (iii) one or more of the following:

(A)

a real estate investment trust, bank, savings 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)

a Qualified Trustee in connection with a securitization of, the

creation of collateralized debt obligations (“CDO”) secured by or financing

through an “owner trust” of, the Mezzanine Loan (collectively, “Securitization

Vehicles”), so long as (A) the special servicer or manager of such Securitization

Vehicle has the Required Special Servicer Rating, (B) the entire “controlling

class” of such Securitization Vehicle, other than with respect to a CDO

Securitization Vehicle, is held by Eligible Assignees, and (C) Mezzanine Lender

or an Affiliate of Mezzanine Lender maintains all approval rights under Section 8

of this Agreement and has not transferred any of such approval rights to such

Qualified Trustee; or

(D)

an investment fund, limited liability company, limited partnership

or general partnership where a Permitted Fund Manager or an entity that is

otherwise an Eligible Assignee under clauses (ii)(A), (B) or (C) of this definition

acts as the general partner, managing member or fund manager and at least 51%

of the equity interests in such investment vehicle are owned, directly or indirectly,

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Intercreditor And Subordination Agreement Page 2

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