Restructuring of 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 and from time-to-time (whether prior to or after any sale, participation or Securitization of all or any portion of the Loan), to require Borrower to (A) execute and deliver “component” notes and/or modify the Loan in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C, etc. structure) and/or one or more additional components (including pari-passu components) of the Note or Notes, reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, increase or decrease the monthly debt service payments for each component and/or such Notes or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments) and provide for the repayment of each of the Notes and/or components in such order of priority as may be designated by Lender, and/or (B) restructure a portion of the Loan into one or more mezzanine loans (each, a “New Mezzanine Loan”) to the owners of the direct and/or indirect equity interests in Borrower, secured by a pledge of such equity interests, establish different interest rates and debt service payments for the Loan and each New Mezzanine Loan and provide for the repayment of the Loan and each New Mezzanine Loan in such order of priority as may be designated by Lender, and/or consolidate one or more (including all) of such New Mezzanine Loans into the Loan and eliminate any such New Mezzanine Loan structure; provided, that (i) the total amounts of the Loan and the New Mezzanine Loan shall equal the amount of the Loan immediately prior to the restructuring, (ii) except in the case of an Event of Default under the Loan or the New Mezzanine Loan or any voluntary or involuntary prepayment of all or any portion of the Loan and/or any New Mezzanine Loan (including, but not limited to a full or partial prepayment of the Loan and/or any New Mezzanine Loan(s) in connection with a casualty or condemnation), the weighted average interest rate of the Loan and the New Mezzanine Loan, if any, shall, in the aggregate, equal the interest rate which was applicable to the Loan immediately prior to the restructuring and (iii) except in the case of an Event of Default under the Loan or the New Mezzanine Loan or any voluntary or involuntary prepayment of all or any portion of the Loan and/or any New Mezzanine Loan (including, but not limited to a full or partial prepayment of the Loan and/or any New Mezzanine Loan(s) in connection with a casualty or condemnation) the debt service payments on the Loan and the New Mezzanine Loan shall equal the debt service payment which was due under the Loan immediately prior to the restructuring; provided that any such restructuring carried out after the closing of the Loan shall be at Borrower’s cost. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents including, in the case of the New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such newly formed bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) 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 and satisfactory to any such Rating Agency, including the severance of this Agreement, the Security Instrument and other Loan Documents if requested. In the event ▇▇▇▇▇▇▇▇ fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by ▇▇▇▇▇▇, 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. It shall be an Event of Default if ▇▇▇▇▇▇▇▇ fails to comply with any of the terms, covenants or conditions of this Section 9 after the expiration of ten (10) Business Days after 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.
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Sources: Loan Agreement
Restructuring of Loan. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, Lender shall have the right, at any time and from time-to-time (whether prior to or after any sale, participation or Securitization Secondary Market Transaction in respect of all or any portion of the Loan), to require Borrower to (A) execute and deliver “component” notes modify, split and/or modify sever the Loan one or more times in order to (a) create (i) one or more new loans (including first and second mortgage loans), (ii) one or more new notes (including senior and subordinate junior notes (i.e., an A/B or and A/B/CC structure)), etc. structure(iii) multiple components of the Note and/or (iv) one or more additional components mezzanine loans (including pariamending Borrower’s organizational structure and the organizational documents of Borrower and its shareholders, partners, members and non-passu componentsmember managers to provide for one or more mezzanine borrowers), (b) of the Note or Notes, reduce the number of components of the Note or Notesloans, notes and/or components, (c) revise the interest rate for each componentrates of the loans, notes and/or components, (d) allocate and reallocate the principal balances of the Notes loans, notes and/or the components, (e) increase or decrease the monthly debt service payments for each component the loans, notes and/or such Notes or components, (f) eliminate the multiple loan, note and/or component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments) and provide or (g) otherwise achieve the optimum execution for the repayment of each of the Notes and/or components in such order of priority as may be designated by Lender, and/or (B) restructure a portion of the Loan into one or more mezzanine loans (each, a “New Mezzanine Loan”) to the owners of the direct and/or indirect equity interests in Borrower, secured by a pledge of such equity interests, establish different interest rates and debt service payments for the Loan and each New Mezzanine Loan and provide for the repayment of the Loan and each New Mezzanine Loan in such order of priority as may be designated by Lender, and/or consolidate one or more (including all) of such New Mezzanine Loans into the Loan and eliminate any such New Mezzanine Loan structureSecondary Market Transaction; provided, however, that in modifying, splitting and/or severing the Loan as provided above (i1) Borrower shall not be required to modify the stated maturity of the Note, (2) the total amounts aggregate principal amount of all such loans, notes and/or components shall, on the Loan and the New Mezzanine Loan shall date created, equal the amount outstanding Principal balance of the Loan immediately prior to the restructuringcreation of such loans, notes and/or components, (ii3) except in the case of an Event of Default under the Loan or the New Mezzanine Loan or any voluntary or involuntary prepayment of all or any portion of the Loan and/or any New Mezzanine Loan (including, but not limited to a full or partial prepayment of the Loan and/or any New Mezzanine Loan(s) in connection with a casualty or condemnation), the weighted average interest rate of the Loan and the New Mezzanine Loanall such loans, if any, notes and/or components shall, in on the aggregatedate created, equal the interest rate which was applicable to the Loan immediately prior to the restructuring creation of such loans, notes and/or components (except that the weighted average interest rate may subsequently increase as a result of prepayments made in accordance with Section 2.9 hereof or following a Casualty, Condemnation or Event of Default), and (iii) except in the case of an Event of Default under the Loan or the New Mezzanine Loan or any voluntary or involuntary prepayment of all or any portion of the Loan and/or any New Mezzanine Loan (including, but not limited to a full or partial prepayment of the Loan and/or any New Mezzanine Loan(s) in connection with a casualty or condemnation4) the scheduled debt service payments on all such loans, notes and/or components shall, on the Loan and the New Mezzanine Loan shall date created, equal the scheduled debt service payment which was due payments under the Loan immediately prior to the restructuring; creation of such loans, notes and/or components. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify, split and/or sever the Loan in accordance with this Section 9.1.4 and, provided that such modification, split and/or severance shall comply with the terms of this Section 9.1.4, it shall become immediately effective. If requested by Lender, Borrower shall promptly execute an amendment to the Loan Documents to evidence any such restructuring carried out after the closing of the Loan shall be at Borrower’s cost. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the New Mezzanine Loan and shall (A) execute and deliver such documents modification, including, in without limitation, an amendment to the case of Cash Management Agreement to reflect the New Mezzanine Loannewly created loans, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement and a mezzanine deposit account agreement, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such newly formed bankruptcy remote borrower under the New Mezzanine Loan as, in the case of each of (A), (B) and (C) 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 and satisfactory to any such Rating Agency, including the severance of this Agreement, the Security Instrument and other Loan Documents if requestednotes and/or components. In the event ▇▇▇▇▇▇▇▇ fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by ▇▇▇▇▇▇, 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 transactionsand modification, split and/or severance as described in this Section 9.1.4, Borrower ratifying all that such its said attorney shall do by virtue thereof. It ; provided, however, Lender shall be an Event of Default if ▇▇▇▇▇▇▇▇ fails to comply with not make or execute any of the terms, covenants or conditions of this Section 9 after the expiration of ten such documents under such power until three (103) Business Days days after notice thereof. has been given to Borrower covenants and agrees that any by Lender of Lender’s intent to exercise its rights under such reallocation (as described above) will be in compliance with the representations and warranties set forth in Section 4.1 and Section 5.12 hereofpower.
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