Common use of Restructuring of Loan Clause in Contracts

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes and/or to create participation interests in the Loan, which restructuring may include the restructuring of a portion of the Loan to one or more of the foregoing or to one or more mezzanine loans (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in Borrower, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan, and the New Mezzanine Loan and the payment of the Loan, and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan shall equal the aggregate debt service payments which would have been payable under the Loan had the restructuring not occurred. (b) Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, the Loan and/or to create a New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (i) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (ii) cause Borrower’s counsel to deliver such legal opinions, and (iii) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases of clauses (i), (ii) and (iii) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereof.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time prior to a Securitization to require Borrower Borrowers to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan and/or the Mezzanine Loan amongst each other and/or the restructuring of a portion of the Loan and/or the Mezzanine Loan to one or more of the foregoing or to one or more additional mezzanine loans (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in BorrowerBorrowers, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan, the Mezzanine Loan and the New Mezzanine Loan and the payment of the Loan, the Mezzanine Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan, the Mezzanine Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan and the Mezzanine Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or Default, a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan, the Mezzanine Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan, the Mezzanine Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the weighted average aggregate interest rate of the Mortgage Loan and Mezzanine Loan as determined by Lender immediately prior to the restructuring (except as set forth in the last sentence of this clause (a)), and (iii) except in the case of the occurrence of an Event of Default, a Mezzanine Loan Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan, the Mezzanine Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan, the Mezzanine Loan and the New Mezzanine Loan shall equal the aggregate debt service payments which would have been payable under the Loan, and the Mezzanine Loan had the restructuring not occurred. (b) Prior to the sale of the Loan Documents in connection with a Securitization, each Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and the Mezzanine Loan and/or to create a New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (i) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, provided that such documents are on substantially the same terms and conditions as the Mezzanine Loan Documents, (ii) cause Borrower’s Borrowers’ counsel to deliver such legal opinionsopinions as are comparable to the legal opinions delivered by Borrowers’ counsel with respect to the Mezzanine Loan, and (iii) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases of clauses (i), (ii) and (iii) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Mortgages and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, no Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.49.8, other than Borrowers’ legal fees up to $25,000. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereof.

Restructuring of Loan. (a) At any time prior to the Securitization of the entire Loan, Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan or the restructuring of a portion of the Loan to one either the Mezzanine Loan or more of the foregoing or to one or more an additional mezzanine loans loan (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mezzanine Loan to the Loan and/or the New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mezzanine Loan and the New Mezzanine Loan and the payment of the Loan, the Mezzanine Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan, the Mezzanine Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan and the Mezzanine Loan immediately prior to the restructuringrestructuring and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mezzanine Loan prior to such Restructuring, (ii) except in the case of the occurrence of an Event of Default under, or a default beyond all notice and cure periods under prepayment of, the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Mezzanine Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan, the Mezzanine Loan and the New Mezzanine Loan, if any, shall, in at the aggregatetime of the restructuring, equal the Interest Rateweighted average interest rate of the Loan and the Mezzanine Loan, and (iii) except in the case of the occurrence of an Event of Default and/or under, or a default beyond all notice and cure periods under prepayment of, the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Mezzanine Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan, the Mezzanine Loan and the New Mezzanine Loan shall equal the aggregate debt service payments which would have been payable under the Loan and the Mezzanine Loan had the restructuring not occurred. (b) . Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and the Mezzanine Loan and/or to and create a New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, limitation in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement agreement, and a mezzanine deposit account agreement, (iiB) cause Borrower’s counsel to deliver such legal opinions, and (iiiC) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and or required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Mortgage and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) . Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) In the event Borrower fails 9.7. Borrower’s failure to execute and deliver such documents described in comply with its obligation under this Section 9.4 to Lender 9.7 within ten (10) Business Days following such written after Borrower’s receipt of notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney failure shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be constitute an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of under this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereofAgreement.

Restructuring of Loan. (a) At any time prior to the Securitization of the entire Loan, Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower Borrowers to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan or the restructuring of a portion of the Loan to either the Mortgage Loan or one or more of the foregoing or to one or more additional mezzanine loans (the each, a “New Mezzanine Loan”) to the direct or indirect owners of the direct and/or indirect equity interests in any Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or any New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the any New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the any New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan, the Mortgage Loan (including any component notes), and the all New Mezzanine Loan Loans shall equal the total principal amount of the Loan and the Mortgage Loan immediately prior to the restructuringrestructuring and the economic terms of the Loan, the Mortgage Loan and all New Mezzanine Loans shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuring, (ii) except in the case of the occurrence of an Event of Default under, or a default beyond all notice and cure periods under prepayment of, the Loan, the Mortgage Loan and/or any New Mezzanine Loan, or the weighted interest rate of a Casualty or Condemnation that results in the payment of principal under Loan, the Mortgage Loan and/or the and all New Mezzanine LoanLoans, if any, shall, at the time of the restructuring, equal the weighted average interest rate of the Loan and the New Mezzanine Mortgage Loan, if any, shall, in the aggregate, equal the Interest Rate, and (iii) except in the case of the occurrence of an Event of Default and/or under, or a default beyond all notice and cure periods under prepayment of, the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Mortgage Loan and/or the any New Mezzanine Loan, the aggregate debt service payments on the Loan, the Mortgage Loan and the all New Mezzanine Loan Loans shall equal the aggregate debt service payments which would have been payable under the Loan and the Mortgage Loan had the restructuring not occurred. (b) . Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and the Mortgage Loan and/or to and create a any New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, including in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement agreement, and a mezzanine deposit account agreement, (iiB) cause Borrower’s Borrowers’ counsel to deliver such legal opinions, and (iiiC) create such a bankruptcy remote borrower under the each New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and or required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, including the severance of this Agreement, the Security Instrument Pledge Agreements and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) . Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) In the event Borrower fails 9.7. Borrowers’ failure to execute and deliver such documents described in comply with their obligations under this Section 9.4 to Lender 9.7 within ten (10) Business Days following such written after Borrowers’ receipt of notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney failure shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be constitute an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of under this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereof.Agreement. 101

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time time, at Lender’s sole cost and expense, to require Borrower Borrowers to restructure the Loan or any of the Components into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the LoanLoan or any of the Components, which restructuring may include reallocation of principal amounts of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan and/or the Third Mezzanine Loan and/or the restructuring of a portion of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan and/or the Third Mezzanine Loan to one or more of the foregoing or to one or more additional mezzanine loans (the each, a “New Mezzanine Loan”) to the direct or and/or indirect owners of the equity interests in BorrowerBorrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of HR Holdings, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the any New Mezzanine Loan Loan(s) and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the any New Mezzanine Loan Loan(s) in such order of priority as may be designated by Lender; provided provided, that (i) the total principal amounts of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan (including and any component notes), and the New Mezzanine Loan Loan(s) immediately following such restructuring shall equal the total principal amount of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, (ii) except in the case weighted average spread above LIBOR of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Reduced Acquisition Loan, or of a Casualty or Condemnation that results in the payment of principal under Construction Loan, the Loan and/or the New First Mezzanine Loan, the weighted average interest rate of the Loan and the New Second Mezzanine Loan, the Third Mezzanine Loan and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the Interest Rateweighted average spread for all of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and the any New Mezzanine Loan Loan(s), if any, as calculated immediately following such restructuring, shall equal the aggregate debt service payments which would have been payable under the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and any previously existing New Mezzanine Loan(s), if any, had the restructuring not occurred. (b) Borrower . Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the NoteLoan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan and/or the Third Mezzanine Loan and/or to create a and/or restructure one or more New Mezzanine LoanLoan(s), if applicable, and shall, upon ten fifteen (1015) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account cash management agreement, (iiB) cause Borrower’s Borrowers’ counsel to deliver such legal opinions, and (iiiC) create such a bankruptcy remote borrower under the each New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Mortgage and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required requested by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Lender. Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) 9.8. In the event any Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten five (105) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower Borrowers with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 5 BUSINESS DAYS”, each Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, each Borrower ratifying all that such attorney shall do by virtue thereof, if any Borrower fails to execute and deliver such documents within ten five (105) Business Days of receipt of such second notice. It shall be an Event of Default if any Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 9.8 after the expiration of ten five (105) Business Days after the second notice thereof.

Restructuring of Loan. (a) At any time prior to the Securitization of the entire Loan, Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower Borrowers to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan or the restructuring of a portion of the Loan to either the Mortgage Loan or one or more of the foregoing or to one or more additional mezzanine loans (the each, a “New Mezzanine Loan”) to the direct or indirect owners of the direct and/or indirect equity interests in any Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or any New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the any New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the any New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan, the Mortgage Loan (including any component notes), and the all New Mezzanine Loan Loans shall equal the total principal amount of the Loan and the Mortgage Loan immediately prior to the restructuringrestructuring and the economic terms of the Loan, the Mortgage Loan and all New Mezzanine Loans shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuring, (ii) except in the case of the occurrence of an Event of Default under, or a default beyond all notice and cure periods under prepayment of, the Loan, the Mortgage Loan and/or any New Mezzanine Loan, or the weighted interest rate of a Casualty or Condemnation that results in the payment of principal under Loan, the Mortgage Loan and/or the and all New Mezzanine LoanLoans, if any, shall, at the time of the restructuring, equal the weighted average interest rate of the Loan and the New Mezzanine Mortgage Loan, if any, shall, in the aggregate, equal the Interest Rate, and (iii) except in the case of the occurrence of an Event of Default and/or under, or a default beyond all notice and cure periods under prepayment of, the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Mortgage Loan and/or the any New Mezzanine Loan, the aggregate debt service payments on the Loan, the Mortgage Loan and the all New Mezzanine Loan Loans shall equal the aggregate debt service payments which would have been payable under the Loan and the Mortgage Loan had the restructuring not occurred. (b) . Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and the Mortgage Loan and/or to and create a any New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, including in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement agreement, and a mezzanine deposit account agreement, (iiB) cause Borrower’s Borrowers’ counsel to deliver such legal opinions, and (iiiC) create such a bankruptcy remote borrower Borrower under the each New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and or required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, including the severance of this Agreement, the Security Instrument Pledge Agreements and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) . Except as may be required in connection with a Securitization pursuant to Section 9.1 9A hereof, Borrower Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) In the event Borrower fails 9.7. Borrowers’ failure to execute and deliver such documents described in comply with their obligations under this Section 9.4 to Lender 9.7 within ten (10) Business Days following such written after Borrowers’ receipt of notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney failure shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be constitute an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of under this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereofAgreement.

Restructuring of Loan. (a) At any time prior to the Securitization of the entire Loan, Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan to the Mortgage Loan or the New Mezzanine Loan or the restructuring of a portion of the Loan to one either the Mortgage Loan or more of the foregoing or to one or more an additional mezzanine loans loan (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or the New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided provided, that (i) the total principal amounts of the Loan, the Mortgage Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan and the Mortgage Loan immediately prior to the restructuringrestructuring and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Mortgage Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan, the Mortgage Loan and the New Mezzanine Loan, if any, shall, in at the aggregatetime of the restructuring, equal the Interest Rateweighted average interest rate of the Loan and the Mortgage Loan, and (iii) except in the case of the occurrence of an Event of Default and/or or a default beyond all notice and cure periods under prepayment of the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Mortgage Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan, the Mortgage Loan and the New Mezzanine Loan shall equal the aggregate debt service payments which would have been payable under the Loan and the Mortgage Loan had the restructuring not occurred. (b) . Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and the Mortgage Loan and/or to and create a New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, limitation in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement agreement, and a mezzanine deposit account agreement, (iiB) cause Borrower’s counsel to deliver such legal opinions, opinions and (iiiC) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and or required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Mortgage and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) . Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) In the event Borrower fails 9.7. Borrower’s failure to execute and deliver such documents described in comply with its obligation under this Section 9.4 to Lender 9.7 within ten (10) Business Days following such written after Borrower’s receipt of notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney failure shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be constitute an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of under this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereofAgreement.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan and/or the Mortgage Loan or the restructuring of a portion of the Loan to one or more and/or the Mortgage Loan and/or the creation of the foregoing or to one or more an additional mezzanine loans loan (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in Borrower, secured by a pledge of such interests, the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided provided, that (i) the total principal amounts of the Loan, the Mortgage Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan and the Mortgage Loan immediately prior to the restructuring, (ii) except in the case of the occurrence a Mortgage Loan Event of Default, an Event of Default, and/or an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate spread above LIBOR of the Loan, the Mortgage Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rateto two and one-half percent (2.50%), and (iii) except in the case of the occurrence a Mortgage Loan Event of Default, an Event of Default and/or a default beyond all notice and cure periods an Event of Default under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan, the Mortgage Loan and the New Mezzanine Loan shall equal the aggregate debt service payments which would have been payable under the Loan and the Mortgage Loan had the restructuring not occurred. (b) ; provided, further, that, notwithstanding anything to the contrary contained in this Section 9.7, Lender may, in its sole and absolute discretion, reallocate the application of amortization amounts to any portion of the Loan, the New Mezzanine Loan and/or the Mortgage Loan regardless of whether such reallocation results in any adverse effect, economic or otherwise change, with respect to the Loan, the New Mezzanine Loan and/or the Mortgage Loan. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and the Mortgage Loan and/or to and create a New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, documents including, without limitation, limitation in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (iiB) cause Borrower’s counsel to deliver such legal opinions, opinions and (iiiC) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Pledge Agreement and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) . Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) 9.7. In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 9.7 after the expiration of ten (10) Business Days after the second notice thereof.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes and/or to create participation interests in the Loan, which restructuring may include the restructuring of a portion of the Loan to one or more of the foregoing or to one or more mezzanine loans (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in Borrower, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan, and the New Mezzanine Loan and the payment of the Loan, and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate and all other fees and economic terms of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest RateRate and other fees and economic terms as in effect on the Closing Date, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan and all other fees and economic terms shall equal the aggregate debt service payments and other fees and economic terms which would have been payable under the Loan had the restructuring not occurred. Without in any way limiting Lender’s other rights hereunder, Lender shall have the right, in its sole and absolute discretion, at any time, to convert a portion of the Loan into a preferred equity investment (the “Preferred Equity Investment”). The Preferred Equity Investment shall be structured so that an Affiliate of Lender and Affiliate of Borrower are the preferred equity member and common member, respectively, of an entity that is sole member of Borrower, but otherwise will be structured on the same terms and conditions as though it were a New Mezzanine Loan (but without an equity pledge). The Preferred Equity Investment shall be treated as debt for federal income tax purposes. (b) Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, the Loan and/or to create a New Mezzanine Loan, if applicable, and shall, upon ten thirty (1030) Business Days Days’ written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (i) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (ii) cause Borrower’s counsel to deliver such legal opinions, and (iii) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases of clauses (i), (ii) and (iii) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, that following any such amendments required by Lender (A) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall not result in any economic or other material adverse change equal the total principal amount of the Loan immediately prior to the restructuring, (B) except in the transaction contemplated by this Agreement case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate and all other fees and economic terms of the Loan Documentsand the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate and other fees and economic terms as in effect on the Closing Date, and (C) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan and all other fees and economic terms shall equal the aggregate debt service payments and other fees and economic terms which would have been payable under the Loan had the restructuring not occurred. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower Lender shall not be obligated to pay any all of its and Borrower’s actual out-of-pocket costs or and reasonable expenses incurred in connection with any such restructuring as set forth in the transactions contemplated by this Section 9.4. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten thirty (1030) Business Days days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS 30 DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt delivery of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after the expiration of ten (10) Business Days after delivery of the second notice thereof.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes and/or ) or to create participation interests in the Loan, and which restructuring may include reallocation of principal amounts of the Loan (including, by way of example, the increase or decrease in the principal amount of the senior note and instrument securing same, and the corresponding decrease or increase in the principal amounts of the junior note(s) and the security instrument(s) securing same) or the 88 ▇▇▇▇▇▇▇▇ - Stamford restructuring of a portion of the Loan to one or more of the foregoing or to one or more into a mezzanine loans loan (the “New Mezzanine Loan”) to the direct or indirect owners of the direct equity interests in Borrower, secured by a pledge of such direct equity interests, the establishment of different interest rates and debt service payments for the Loan, Loan and the New Mezzanine Loan and the payment of the Loan, Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided provided, that (i) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or or the New Mezzanine Loan, the weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan shall equal the aggregate debt service payments payment which would have been payable was due under the Loan had immediately prior to the restructuring; provided that any such restructuring not occurred. (b) carried out after the closing of the Loan shall be at no material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and create the Loan and/or to create a New Mezzanine Loan, if applicable, Loan and shall, upon ten shall (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, documents including, without limitation, in the case of any the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (iiB) cause Borrower’s counsel to deliver such legal opinions, opinions and (iiiC) create such a newly formed bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of the cases of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any such Rating Agency, including, without limitation, including the severance of this Agreement, the Security Instrument and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) . In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice request by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 9 after the expiration of ten (10) Business Days after the second notice thereof. Borrower covenants and agrees that any such reallocation (as described above) will be in compliance with the representations and warranties set forth in Section 4.1 and Section 5.12 hereof.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, and which restructuring may include reallocation of principal amounts of the Loan (including, by way of example, the increase or decrease in the principal amount of the senior note and mortgage securing same, and the corresponding decrease or increase in the principal amounts of the junior note(s) and the security instrument(s) securing same) or the restructuring of a portion of the Loan to one or more of the foregoing or to one or more into a mezzanine loans loan (the “New Mezzanine Loan”) to the direct or indirect owners of the direct equity interests in Borrower, secured by a pledge of such direct equity interests, the establishment of different interest rates and debt service payments for the Loan, Loan and the New Mezzanine Loan and the payment of the Loan, Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided provided, that (a) (i) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan shall equal the aggregate debt service payments payment which would have been payable was due under the Loan had immediately prior to the restructuring; provided that any such restructuring not occurred. (b) carried out after the closing of the Loan shall be at no material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and create the Loan and/or to create a New Mezzanine Loan, if applicable, Loan and shall, upon ten shall (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, documents including, without limitation, in the case of any the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (iiB) cause Borrower’s counsel to deliver such legal opinions, opinions and (iiiC) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of the cases of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any such Rating Agency, including, without limitation, including the severance of this Agreement, the Security Instrument Mortgage and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) . In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice request by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 9 after the expiration of ten often (10) Business Days after the second notice thereof.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes and/or to create participation interests in the Loan, which restructuring may include the restructuring of a portion of the Loan to one or more of the foregoing or to one or more mezzanine loans (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in Borrower, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan, and the New Mezzanine Loan and the payment of the Loan, and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the initial weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan shall equal the aggregate debt service payments which would have been payable under the Loan had the restructuring not occurred. (b) Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, the Loan and/or to create a New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (i) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (ii) cause Borrower’s counsel to deliver such legal opinions, and (iii) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases of clauses (i), (ii) and (iii) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Instruments and the other Loan Documents if requested; provided, however, but subject to the last proviso of Section 9.4(a)(iii9.4(a) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.49.4 except for Borrower’s own legal costs and expenses and Borrower’s own accounting costs and expenses. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereof.DEEMED

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time time, at Lender’s sole cost and expense, to require Borrower Borrowers to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include the restructuring of a portion of the Loan to one or more of the foregoing or to one or more mezzanine loans (the each, a “New Mezzanine Loan”) to the direct or and/or indirect owners of the equity interests in BorrowerBorrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of HR Holdings, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan, Loan and the any New Mezzanine Loan Loan(s) and the payment of the Loan, Loan and the any New Mezzanine Loan Loan(s) in such order of priority as may be designated by Lender; provided provided, that (i) the total principal amounts of the Loan (including and any component notes), and the New Mezzanine Loan Loan(s) shall equal the total principal amount of the Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate spread above LIBOR of the Loan and the any New Mezzanine LoanLoan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the Interest Rateweighted average spread for all of the Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the any New Mezzanine Loan Loan(s), if any, as calculated immediately following such restructuring, shall equal the aggregate debt service payments which would have been payable under the Loan and any previously existing New Mezzanine Loan(s), if any, had the restructuring not occurred. (b) Borrower . Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Note, the Loan and/or to create a and/or restructure one or more New Mezzanine LoanLoan(s), if applicable, and shall, upon ten fifteen (1015) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account cash management agreement, (iiB) cause Borrower’s Borrowers’ counsel to deliver such legal opinions, and (iiiC) create such a bankruptcy remote borrower under the each New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Mortgage and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required requested by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Lender. Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) 9.8. In the event any Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten five (105) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower Borrowers with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 5 BUSINESS DAYS”, each Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, each Borrower ratifying all that such attorney shall do by virtue thereof, if any Borrower fails to execute and deliver such documents within ten five (105) Business Days of receipt of such second notice. It shall be an Event of Default if any Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 9.8 after the expiration of ten five (105) Business Days after the second notice thereof.

Restructuring of Loan. (a) LenderAdministrative Agent, without in any way limiting LenderAdministrative Agent’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time (and any number of times during the term of the Loan) to require Borrower Borrowers to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, and which restructuring may include reallocation of principal amounts of the Loan (including, by way of example, the increase or decrease in the principal amount of the senior note and mortgage securing same, and the corresponding decrease or increase in the principal amounts of the junior note(s) and the security instrument securing same), reallocating the sizing and interest rates of one or more Notes previously issued, or the restructuring of a portion of the Loan to one or more of the foregoing or to one or more into a mezzanine loans loan (the “New Mezzanine Loan”) to the direct or indirect owners of the direct equity interests in BorrowerBorrowers, secured by a pledge of such direct equity interests, the establishment of different interest rates and debt service payments for the Loan, Loan and the New Mezzanine Loan and the payment of the Loan, Loan and the New Mezzanine Loan in such order of priority as may be designated by LenderAdministrative Agent; provided provided, that (a) (i) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan shall equal the aggregate debt service payments payment which would have been payable was due under the Loan had immediately prior to the restructuring; provided that any such restructuring not occurred. (b) Borrower carried out after the closing of the Loan shall be at no cost to Borrowers. In addition, in the case of senior and junior notes, except in the case of an Event of Default under the Loan, the weighted average interest rate of the senior and junior notes shall in the aggregate, equal the interest rate which was applicable to the Loan immediately prior the restructuring. Borrowers shall cooperate with all reasonable requests of Lender Administrative Agent in order to restructure the Note, Loan and create the Loan and/or to create a New Mezzanine Loan, if applicable, Loan and shall, upon ten shall (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, documents including, without limitation, limitation in the case of any the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (iiB) cause Borrower’s Borrowers’ counsel to deliver such legal opinions, opinions and (iiiC) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of the cases of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender Administrative Agent and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderAdministrative Agent and satisfactory to any such Rating Agency, including, without limitation, the severance of this Agreement, the Security Instrument Mortgage and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) . In the event Borrower Borrowers fails to execute and deliver such documents described in this Section 9.4 to Lender Administrative Agent within ten (10) Business Days following such written notice request by LenderAdministrative Agent, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower Borrowers hereby absolutely and irrevocably appoints Lender Administrative Agent as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower Borrowers ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower Borrowers fails to comply with any of the terms, covenants or conditions of this Section 9.4 14.1.8 after the expiration of ten fifteen (1015) Business Days after the second notice thereof. Any restructuring or modification of the Loan pursuant to this Section 14.1.8 shall be at Administrative Agent’s sole cost and expense.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time time, at Lender’s sole cost and expense, to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include the restructuring of a portion of the Loan to one or more of the foregoing or to one or more mezzanine loans (the each, a “New Mezzanine Loan”) to the direct or and/or indirect owners of the equity interests in Borrower as reasonably, mutually determined by Lender and Borrower, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan, Loan and the any New Mezzanine Loan Loan(s) and the payment of the Loan, Loan and the any New Mezzanine Loan Loan(s) in such order of priority as may be designated by Lender; provided provided, that (i) the total principal amounts of the Loan (including and any component notes), and the New Mezzanine Loan Loan(s) immediately following such restructuring shall equal the total principal amount of the Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the weighted average interest rate spread above LIBOR of the Loan and the any New Mezzanine LoanLoan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the Interest Rateweighted average spread for all of the Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the any New Mezzanine Loan Loan(s), if any, as calculated immediately following such restructuring, shall equal the aggregate debt service payments which would have been payable under the Loan and any previously existing New Mezzanine Loan(s), if any, had the restructuring not occurred. (b) . Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, the Loan and/or to create a and/or restructure one or more New Mezzanine LoanLoan(s), if applicable, and shall, upon ten fifteen (1015) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account cash management agreement, (iiB) cause Borrower’s counsel to deliver such legal opinions, and (iiiC) create such a bankruptcy remote borrower under the each New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iii) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereof.and

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes and/or to create participation interests in the Loan, which restructuring may include the restructuring of a portion of the Loan to one or more of the foregoing or to one or more mezzanine loans (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in Borrower, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan, and the New Mezzanine Loan and the payment of the Loan, and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the initial weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan shall equal the aggregate debt service payments which would have been payable under the Loan had the restructuring not occurred. (b) Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, the Loan and/or to create a New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (i) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (ii) cause Borrower’s counsel to deliver such legal opinions, and (iii) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases of clauses (i), (ii) and (iii) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Instruments and the other Loan Documents if requested; provided, however, but subject to the last proviso of Section 9.4(a)(iii9.4(a) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.49.4 except for Borrower’s own legal costs and expenses and Borrower’s own accounting costs and expenses. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereof.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, and at Lender’s sole cost and expense, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan or the restructuring of a portion of the Loan to one either the Mortgage Loan or more of the foregoing or to one or more an additional mezzanine loans loan (the “New Mezzanine Loan”) to the direct or indirect owners of the equity interests in Mortgage Borrower or Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or the New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan, the Mortgage Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan and the Mortgage Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or Mortgage Loan Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the initial weighted average annual interest rate of the Loan, the Mortgage Loan and the New Mezzanine Loan, if any, shall, in at the aggregatetime of the restructuring, equal the Interest Rate, weighted average annual interest rate of the Loan and the Mortgage Loan immediately prior to the restructuring and (iii) except in the case of the occurrence an Event of an Default or Mortgage Loan Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the initial aggregate debt service payments on the Loan, the Mortgage Loan and the New Mezzanine Loan shall Loan, if any, shall, at the time of the restructuring, equal the aggregate debt service payments which would have been that were payable under the Loan had and the restructuring not occurred. (b) Mortgage Loan immediately prior to the restructuring. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and the Mortgage Loan and/or to and create a New Mezzanine Loan, if applicable, and shall, upon ten (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (ii) cause Borrower’s counsel to deliver such legal opinions, and (iii) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases of clauses (i), (ii) and (iii) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereof.,

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes and/or ) or to create participation interests in the Loan, and which restructuring may include reallocation of principal amounts of the Loan (including, by way of example, the increase or decrease in the principal amount of the senior note and instrument securing same, and the corresponding decrease or increase in the principal amounts of the junior note(s) and the security instrument(s) securing same) or the restructuring of a portion of the Loan to one or more of the foregoing or to one or more into a mezzanine loans loan (the “New Mezzanine Loan”) to the direct or indirect owners of the direct equity interests in Borrower, secured by a pledge of such direct equity interests, the establishment of different interest rates and debt service payments for the Loan, Loan and the New Mezzanine Loan and the payment of the Loan, Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided provided, that (i) the total principal amounts of the Loan (including any component notes), and the New Mezzanine Loan shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or or the New Mezzanine Loan, the weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or or the New Mezzanine Loan, the aggregate debt service payments on the Loan and the New Mezzanine Loan shall equal the aggregate debt service payments payment which would have been payable was due under the Loan had immediately prior to the restructuring; provided that any such restructuring not occurred. (b) carried out after the closing of the Loan shall be at no material cost to Borrower. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, Loan and create the Loan and/or to create a New Mezzanine Loan, if applicable, Loan and shall, upon ten shall (10) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, documents including, without limitation, in the case of any the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (iiB) cause Borrower’s counsel to deliver such legal opinions, opinions and (iiiC) create such a newly formed bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of the cases of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to LenderLender and satisfactory to any such Rating Agency, including, without limitation, including the severance of this Agreement, the Security Instrument and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) . In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten fifteen (1015) Business Days following such written notice request by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 9 after the expiration of ten fifteen (1015) Business Days after the second written notice thereof. Borrower covenants and agrees that any such reallocation (as described above) will be in compliance with the representations and warranties set forth in Section 4.1 and Section 5.12 hereof.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes and/or to create participation interests in the Loan, which restructuring may include the restructuring of a portion of the Loan to one or more of the foregoing or to one or more mezzanine loans (the each a “New Mezzanine Loan”) to the newly-formed direct or indirect owners of the equity interests in Borrower, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan, Loan and the New Mezzanine Loan and the payment of the Loan, Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided that (i) the total principal amounts of the Loan (including any component notes), any existing New Mezzanine Loan and the applicable New Mezzanine Loan shall equal the total principal amount of the Loan and any existing New Mezzanine Loan immediately prior to the restructuring, (ii) except in the case of the occurrence of an Event of Default or a default beyond all notice and cure periods under the applicable New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan, any existing New Mezzanine Loan and/or the applicable New Mezzanine Loan, the weighted average interest rate of the Loan, any existing New Mezzanine Loan and the applicable New Mezzanine Loan, if any, shall, in the aggregate, equal the Interest Rate, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the applicable New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan, any existing New Mezzanine Loan and/or the applicable New Mezzanine Loan, the aggregate debt service payments on the Loan, any existing New Mezzanine Loan and the applicable New Mezzanine Loan shall equal the aggregate debt service payments which would have been payable under the Loan and any existing New Mezzanine Loan had the restructuring not occurred. (b) Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Note, the Loan and/or to create a New Mezzanine Loan, if applicable, and shall, upon ten (1015) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, and further provided that such forms are substantially the same as the Loan Documents with any changes required to reflect the structure of the transaction and a pledge agreement and any related documents in Lender’s standard form, (i) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (ii) cause Borrower’s counsel to deliver such legal opinions, and (iii) create such a bankruptcy remote borrower under the New Mezzanine Loan as, in each of the cases of clauses (i), (ii) and (iii) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii9.4(a)(ii) and (iii) hereof, any such amendments required by Lender shall not result in any economic changes or other material adverse change in the transaction contemplated by this Agreement or the other Loan DocumentsDocuments and no changes to the Loan Documents shall be required which modify or increase the liability, or impair or diminish the rights, of Borrower or Guarantor except to a de minimis extent. It is expressly understood and agreed by Borrower and Lender that the mere change in structure contemplated by this Section 9.4(b) shall not, in and of itself, be deemed to result in any economic changes or other adverse change in the transaction contemplated by this Agreement or the other Loan Documents or to modify or increase the liability, or impair or diminish the rights, of Borrower or Guarantor except to a de minimis extent and subject to Section 9.4(a)(ii) and (iii) hereof. (c) Except as may be Notwithstanding anything to the contrary contained herein, the reasonable, actual out-of-pocket costs incurred by Borrower and Guarantor for cooperation in connection with, and preparation of any financial or other data or statements required in connection with with, either this Section 9.4 or a Securitization pursuant to Section 9.1 hereofhereof (including, Borrower without limitation, the payment of any applicable mortgage recording taxes or title insurance premiums), shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4paid by Lender. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten (10) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of such second notice. It Additionally, it shall be an Event of Default if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after the expiration of ten (10) Business Days after the second notice thereof.

Restructuring of Loan. (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time time, at Lender’s sole cost and expense, to require Borrower Borrowers to restructure the Loan or any of the Components into additional multiple notes (which may include component notes and/or senior and junior notes), to re-allocate principal among component notes and/or senior and junior notes ) and/or to create participation interests in the LoanLoan or any of the Components, which restructuring may include reallocation of principal amounts of the Loan and/or any of the Components, the First Mezzanine Loan and/or the Second Mezzanine Loan and/or the restructuring of a portion of the Loan and/or any of the Components, the First Mezzanine Loan and/or the Second Mezzanine Loan to one or more of the foregoing or to one or more additional mezzanine loans (the each, a “New Mezzanine Loan”) to the direct or and/or indirect owners of the equity interests in BorrowerBorrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HR, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, and the any New Mezzanine Loan Loan(s) and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, and the any New Mezzanine Loan Loan(s) in such order of priority as may be designated by Lender; provided provided, that (i) the total principal amounts of the Loan (including any component notes)Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and the any New Mezzanine Loan Loan(s) immediately following such restructuring shall equal the total principal amount of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, (ii) except in the case weighted average spread above LIBOR of the occurrence of an Event of Default or a default beyond all notice and cure periods under the New Mezzanine Reduced Acquisition Loan, or of a Casualty or Condemnation that results in the payment of principal under Construction Loan, the Loan and/or the New First Mezzanine Loan, the weighted average interest rate of the Loan and the New Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the Interest Rateweighted average spread for all of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, and (iii) except in the case of the occurrence of an Event of Default and/or a default beyond all notice and cure periods under the New Mezzanine Loan, or of a Casualty or Condemnation that results in the payment of principal under the Loan and/or the New Mezzanine Loan, the aggregate debt service payments on the Loan Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and the any New Mezzanine Loan Loan(s), if any, as calculated immediately following such restructuring, shall equal the aggregate debt service payments which would have been payable under the Loan Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any previously existing New Mezzanine Loan(s), if any, had the restructuring not occurred. (b) Borrower . Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the NoteLoan and/or any of the Components, the First Mezzanine Loan and/or the Second Mezzanine Loan and/or to create a and/or restructure one or more New Mezzanine LoanLoan(s), if applicable, and shall, upon ten fifteen (1015) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (iA) execute and deliver such documents, including, without limitation, in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account cash management agreement, (iiB) cause Borrower’s Borrowers’ counsel to deliver such legal opinions, and (iiiC) create such a bankruptcy remote borrower under the each New Mezzanine Loan as, in each of the cases case of clauses (iA), (iiB) and (iiiC) above, shall be reasonably required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Security Instrument Mortgage and the other Loan Documents if requested; provided, however, but subject to Section 9.4(a)(iii) hereof, any such amendments required requested by Lender shall not result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) Lender. Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.4. (d) 9.8. In the event any Borrower fails to execute and deliver such documents described in this Section 9.4 to Lender within ten five (105) Business Days following such written notice by Lender, and Lender sends a second notice to Borrower Borrowers with respect to the delivery of such documents containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “POWER OF ATTORNEY IN FAVOR OF LENDER DEEMED EFFECTIVE FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 5 BUSINESS DAYS”, each Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, each Borrower ratifying all that such attorney shall do by virtue thereof, if any Borrower fails to execute and deliver such documents within ten five (105) Business Days of receipt of such second notice. It shall be an Event of Default if any Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 9.8 after the expiration of ten five (105) Business Days after the second notice thereof.