Intercreditor And Subordination Agreement (Page 3 of 4) in pdf

by one or more entities that are otherwise Eligible Assignees under clauses

(ii)(A), (B) or (C) of this definition

(h)

“Eligibility Requirements” means, with respect to any Person, that such

Person (i) has total assets (in name or under management) in excess of $1,000,000,000 and a net

worth in excess of $100,000,000 and (ii) is regularly engaged in the business of making or

owning commercial real estate loans (including mezzanine loans or loan participations) or

operating commercial mortgage properties.

(i)

Event of Default means the occurrence of an Event of Default as defined

in the Loan Agreement.

(j)

Government Lists means (i) the Specially Designated Nationals and

Blocked Persons List maintained by OFAC, (ii) any other list of terrorists, terrorist organizations

or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that

Lender notifies Borrower or Mezzanine Borrower in writing is now included in “Governmental

Lists”, or (iii) any similar list maintained by the United States Department of State, the United

States Department of Commerce or any other Governmental Authority or pursuant to any

Executive Order of the President of the United States of America that Lender notifies Borrower

or Mezzanine Borrower in writing is now included in “Governmental Lists.”

(k)

Lenders means collectively the Senior Lender and the Mezzanine Lender.

(l)

Loan Agreement. See Preliminary Statement.

(m)

Membership Pledge means the pledge of the membership interests in

Borrower by Mezzanine Borrower in favor of the Mezzanine Lender as of even date.

(n)

Membership Pledge Foreclosure Conditions. See Section 7.

(o)

Mezzanine Collateral means Mezzanine Borrower’s membership interests

in Borrower and related items described in the Membership Pledge.

(p)

Mezzanine Collateral Documents means the documents and instruments

described on Exhibit “A” attached hereto and made a part hereof which are given by Mezzanine

Borrower to Mezzanine Lender to secure the payment of the Mezzanine Indebtedness.

(q)

Mezzanine Documents means the Mezzanine Note, the Mezzanine Loan

Agreement, and the Mezzanine Collateral Documents.

(r)

Mezzanine Indebtedness means all principal, interest, fees, costs,

enforcement expenses (including legal fees and disbursements), collateral protection expenses

and other obligations created or evidenced by the Mezzanine Note, or any prior, concurrent or

subsequent notes, instruments or agreements of indebtedness, liabilities, preferred stock or

obligations of any type or form whatsoever relating thereto in favor of the Mezzanine Lender and

all renewals, extensions, refinancings, and modifications thereof. Mezzanine Indebtedness shall

also include any note, advance, stock or any other instrument or agreement, and all amounts

which may be due under such instruments or agreements, received by the Mezzanine Lender,

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Intercreditor And Subordination Agreement Page 3

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