Common use of Restructuring of Loan Clause in Contracts

Restructuring of Loan. (a) Agent, without in any way limiting Agent’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time to require Borrower, at no cost to 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; provided that (i) the total principal amounts of the Loan (including any component notes) 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 of a Casualty or Condemnation that results in the payment of principal under the Loan, the weighted average interest rate of the Loan shall, in the aggregate, equal the Interest Rate, (iii) except in the case of the occurrence of an Event of Default or of a Casualty or Condemnation that results in the payment of principal under the Loan, the aggregate debt service payments on the Loan shall equal the aggregate debt service payments which would have been payable under the Loan had the restructuring not occurred, (iv) none of the stated maturity, the regular payment date nor the interest accrual period of the Loan shall be changed, (v) the time periods during which Borrower is permitted to perform its obligations under the Loan Documents shall not be decreased, (vi) no other economic terms of the Loan (on a blended, aggregate basis) shall be modified except in the case of a “rate creep” during the continuance of an Event of Default or of a Casualty or Condemnation that results in the payment of principal under the Loan, and (vii) no other terms of the Loan shall be modified in a manner that would increase the obligations or decrease the rights of Borrower or Guarantor thereunder. (b) Borrower shall cooperate, at no cost to Borrower, with all reasonable requests of Agent in order to restructure (in accordance herewith) the Note and/or the Loan, if applicable, and shall, at no cost to Borrower, upon twenty (20) Business Days’ written notice from Agent (other than a severed Note in connection with a syndication of the Loan, which will only require five (5) Business Days’ written notice), which notice shall include the forms of documents for which Agent is requesting execution and delivery, (i) execute and deliver such appropriate documents and (ii) cause Borrower’s counsel to deliver such customary legal opinions as, in each of the cases of clauses (i) and (ii) above, shall be reasonably required by Agent and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Borrower and Agent, including, without limitation, the severance of this Agreement, the Building Loan Mortgage and the other Loan Documents if requested; provided, however, that any such amendments required by Agent shall comply with the limitations on restructuring set forth in Section 9.4(a). (c) Agent shall pay all of Borrower’s actual out‑of‑pocket costs and expenses incurred in connection with Agent’s and Borrower’s compliance with this Section 9.4 and Borrower shall not be responsible for Agent’s or any other Person’s costs incurred under this Section 9.4. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Agent within ten (10) Business Days’ following such written notice by Agent, and Agent 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 AGENT DEEMED EFFECTIVE USActive 36631986.12 -145- FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints 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 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 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) AgentLender, without in any way limiting Agent▇▇▇▇▇▇’s other rights hereunder, in its sole and absolute discretion, shall have the right right, at any time time, to require Borrower, at no cost to Borrower, Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes), to re‑allocate re-allocate principal among component notes and/or senior and junior notes and/or to create participation interests in the Loan, and/or to resize the relative amounts of any such interests, 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) shall equal the total principal amount of the Loan immediately prior to the restructuring, (ii) except the initial weighted average interest rate of the Loan, in the case of aggregate, does not exceed the weighted average interest rate immediately prior to the restructuring, (iii) except for any rate creep following the occurrence of an Event of Default or of a Casualty or Condemnation that results in the payment of principal under the Loan, the weighted average interest rate of the Loan shall, in the aggregate, equal the Interest Rate, (iii) except in the case of the occurrence of an Event of Default or of a Casualty or Condemnation that results in the payment of principal under the LoanDefault, the aggregate debt service payments on the Loan shall equal the aggregate debt service payments which would have been payable under the Loan had the restructuring not occurred, and (iv) none of except as provided in the stated maturitypreceding clauses (ii) and (iii), the regular payment date nor the interest accrual period of the Loan shall be changed, (v) the time periods during which Borrower is permitted no changes to perform its obligations under the Loan Documents shall not be decreased, required which will otherwise increase (viother than to a de minimisextent) no Borrower’s or Guarantor’s obligations or decrease (other economic terms of the Loan (on than to a blended, aggregate basisde minimis extent) shall be modified except in the case of a “rate creep” during Borrower’s or Guarantor’s rights. During the continuance of an Event of Default or Default, all payments and other amounts due under the Loan Documents may be applied by Lender in such order, priority and proportion as Lender may elect. For the avoidance of doubt, no rate creep shall result from a Casualty or Condemnation that results in the payment of principal under the restructured Loan, and (vii) no other terms of the Loan shall be modified in a manner that would increase the obligations or decrease the rights of Borrower or Guarantor thereunder. (b) Borrower shall cooperate, at no cost to Borrower, cooperate with all reasonable requests of Agent Lender in order to restructure (in accordance herewith) the Note and/or the Loan, if applicable, and shall, at no cost to Borrower, upon twenty thirty (2030) Business Daysdays’ written notice from Agent (other than a severed Note in connection with a syndication of the Loan, which will only require five (5) Business Days’ written notice)Lender, which notice shall include the forms of documents for which Agent ▇▇▇▇▇▇ is requesting execution and delivery, (i) execute and deliver such appropriate documents documents, and (ii) cause Borrower’s counsel to deliver such customary legal opinions as(but no 10b-5 or analogous opinions), in each of the cases of clauses (i) and (ii) above, shall be reasonably required by Agent Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Borrower and AgentLender, including, without limitation, the severance of this Agreement, the Building Loan Mortgage Security Instrument and the other Loan Documents if requested; provided, however, that (I) following any such amendments required by Agent Lender (A) the total principal amount of the Loan (including any component notes), shall comply equal the total principal amount of the Loan immediately prior to the restructuring, (B) except for any rate creep following the occurrence of an Event of Default, the weighted average interest rate of the Loan, shall, in the aggregate, equal the Note Rate, and (C) except for any rate creep following the occurrence of an Event of Default, the aggregate debt service payments on the Loan, shall equal the aggregate debt service payments which would have been payable under the Loan had the restructuring not occurred, and (II) except as provided in the preceding clauses (B) and (C), no changes to the Loan Documents shall be required which will otherwise increase (other than to a de minimis extent) Borrower’s or Guarantor’s obligations or decrease (other than to a de minimisextent) Borrower’s or Guarantor’s rights. c) In connection with any restructuring or other transaction permitted pursuant to this Section 9.6, Lender shall pay its own expenses (including legal fees) incurred in connection therewith and shall pay all reasonable documented out-of-pocket costs actually incurred by Borrower in connection therewith as a result of requests made by Lender and which are not otherwise obligations of Borrower pursuant to the limitations on restructuring set forth in Section 9.4(aexpress provisions hereof (other than the costs, fees and expenses of Borrower’s legal counsel, which shall be paid by Borrower). (c) Agent shall pay all of Borrower’s actual out‑of‑pocket costs and expenses incurred in connection with Agent’s and Borrower’s compliance with this Section 9.4 and Borrower shall not be responsible for Agent’s or any other Person’s costs incurred under this Section 9.4. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Agent within ten (10) Business Days’ following such written notice by Agent, and Agent 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 AGENT DEEMED EFFECTIVE USActive 36631986.12 -145- FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints 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 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 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 9.6 after the expiration of ten five (105) Business Days after delivery to Borrower of the second notice thereofby ▇▇▇▇▇▇.

Restructuring of Loan. (a) AgentLender, without in any way limiting AgentLender’s other rights hereunder, shall have the right at any time, in its sole and absolute discretion, shall have the right at any time to require Borrower, at no cost to Borrower, 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; provided that (i) the total , and which restructuring may include reallocation of principal amounts of the Loan (including any component notesincluding, 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) or the restructuring of a portion of the Loan into a mezzanine loan to the 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 and the mezzanine loan and the payment of the Loan and the mezzanine loan in such order of priority as may be designated by Lender; provided, that (a) (i) the total amounts of the Loan and the 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 of a Casualty or Condemnation that results in the payment of principal under the LoanLoan and/or the mezzanine loan, the weighted average interest rate of the Loan and the mezzanine loan, if any, shall, in the aggregate, equal the Interest Rateinterest rate which was applicable to the Loan immediately prior to the restructuring, (iii) except in the case of the occurrence of an Event of Default or of a Casualty or Condemnation that results in the payment of principal under the LoanLoan and/or the mezzanine loan, the aggregate debt service payments on the Loan and the 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 not occurredrestructuring, (iv) none of the stated maturityin connection herewith, the regular payment date nor the interest accrual period of Lender acknowledges that Borrower may rely on, and directly deal with, Lender and/or Servicer with respect to any matters related to the Loan shall be changed, (v) the time periods during which Borrower is permitted to perform its obligations under the Loan Documents shall and not be decreased, (vi) no third party participants or other economic terms of the Loan (on a blended, aggregate basis) shall be modified except in the case of a “rate creep” during the continuance of an Event of Default or of a Casualty or Condemnation that results in the payment of principal under parties involved with the Loan, and (viiv) no other terms the foregoing shall not decrease Borrower’s rights or shall not increase Borrower’s obligations relative to those set forth in this Agreement or any of the other Loan shall be modified in a manner that would increase the obligations or decrease the rights of Borrower or Guarantor thereunder. (b) Documents. Borrower shall cooperate, at no cost to Borrower, cooperate with all reasonable requests of Agent Lender in order to restructure the Loan and create the mezzanine loan and shall (in accordance herewith) the Note and/or the Loan, if applicable, and shall, at no cost to Borrower, upon twenty (20) Business Days’ written notice from Agent (other than a severed Note in connection with a syndication of the Loan, which will only require five (5) Business Days’ written notice), which notice shall include the forms of documents for which Agent is requesting execution and delivery, (iA) execute and deliver such appropriate documents including, without limitation in the case of the 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 customary legal opinions as, in each of the cases of clauses (i) and (ii) above, shall be reasonably required by Agent and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Borrower and Agent, including, without limitation, the severance of this Agreement, the Building Loan Mortgage and the other Loan Documents if requested; provided, however, that any such amendments required by Agent shall comply with the limitations on restructuring set forth in Section 9.4(a). (c) Agent shall pay all of Borrower’s actual out‑of‑pocket costs and expenses incurred in connection with Agent’s and Borrower’s compliance with this Section 9.4 and Borrower shall not be responsible for Agent’s or any other Person’s costs incurred under this Section 9.4. (d) In the event Borrower fails to execute and deliver such documents described in this Section 9.4 to Agent within ten (10) Business Days’ following such written notice by Agent, and Agent 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 AGENT DEEMED EFFECTIVE USActive 36631986.12 -145- FOR EXECUTION AND DELIVERY OF DOCUMENTS IF NO RESPONSE WITHIN 10 BUSINESS DAYS”, Borrower hereby absolutely and irrevocably appoints 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 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 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.75 71215191