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.

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. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and the Mezzanine Loan 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, (A) 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, (B) cause Borrower’s counsel to deliver such legal opinions, and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in each of the case of clauses (A), (B) and (C) above, shall be reasonably required by Lender 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 Mortgage and other Loan Documents if requested. 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 9.7. Borrower’s failure to comply with its obligation under this Section 9.7 within ten (10) Business Days after Borrower’s receipt of notice of such failure shall constitute an Event of Default under this Agreement.

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. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and the Mortgage Loan and create 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, (A) execute and deliver such documents, including 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, (B) cause Borrowers’ counsel to deliver such legal opinions, and (C) create such bankruptcy remote Borrower under each New Mezzanine Loan as, in each of the case of clauses (A), (B) and (C) above, shall be reasonably required by Lender or required by any Rating Agency in 101 connection therewith, all in form and substance reasonably satisfactory to Lender, including the severance of this Agreement, the Pledge Agreements and other Loan Documents if requested. Except as may be required in connection with a Securitization pursuant to Section 9A hereof, Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.7. Borrowers’ failure to comply with their obligations under this Section 9.7 within ten (10) Business Days after Borrowers’ receipt of notice of such failure shall constitute an Event of Default under this Agreement.

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.

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.. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and the Mortgage Loan and create 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, (A) execute and deliver such documents, including 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, (B) cause Borrowers’ counsel to deliver such legal opinions, and (C) create such bankruptcy remote borrower under each New Mezzanine Loan as, in each of the case of clauses (A), (B) and (C) above, shall be reasonably required by Lender or required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender, including the severance of this Agreement, the Pledge Agreements and other Loan Documents if requested. Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.7. Borrowers’ failure to comply with their obligations under this Section 9.7 within ten (10) Business Days after Borrowers’ receipt of notice of such failure shall constitute an Event of Default under this 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 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; 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 Loan and the Mortgage Loan 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, (A) 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, (B) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under the New Mezzanine Loan as, in each of the case 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, including, without limitation, the severance of this Agreement, the Pledge Agreement and other Loan Documents if requested. 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 9.7. In the event Borrower fails to execute and deliver such documents 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 9.7 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 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 Xxxxxxxx - 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 occurredcarried 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 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 Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, 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 Borrower 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.

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.. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or to create and/or restructure one or more New Mezzanine Loan(s), if applicable, and shall, upon fifteen (15) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (A) 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 cash management agreement, (B) cause Borrower’s counsel to deliver such legal opinions, and (C) create such a bankruptcy remote borrower under each New Mezzanine Loan as, in each of the case of clauses (A), (B) 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 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. 125

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. Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or to create and/or restructure one or more New Mezzanine Loan(s), if applicable, and shall, upon fifteen (15) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (A) 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 cash management agreement, (B) cause Borrowers’ counsel to deliver such legal opinions, and (C) create such a bankruptcy remote borrower under each New Mezzanine Loan as, in each of the case of clauses (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, including, without limitation, the severance of this Agreement, the Mortgage and the other Loan Documents if requested by Lender. Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.8. In the event any Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such written notice by Lender, and Lender sends a second notice to 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 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 five (5) 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 9.8 after the expiration of five (5) 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 occurredcarried 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 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 Borrower fails to execute and deliver such documents to Lender within fifteen (15) Business Days following such request by Lender, 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 Borrower fails to comply with any of the terms, covenants or conditions of this Section 9 after the expiration of fifteen (15) Business Days after 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.