Common use of Restructuring of Loan Clause in Contracts

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, at Lender’s sole cost and expense, to require 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) and/or to create participation interests in the Loan 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 (each, a “New Mezzanine Loan”) to the direct and/or indirect owners of the equity interests in Borrowers 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 for the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) immediately following such restructuring shall equal the 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) the weighted average spread above LIBOR of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the weighted 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) the debt service payments on the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine 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, 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 any of the Components, the First Mezzanine Loan and/or the Second Mezzanine 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. 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, at Lender’s sole cost and expense, time to require Borrowers Borrower to restructure the Loan or any of the Components into additional multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan or any of the ComponentsLoan, which restructuring may include reallocation of principal amounts of the Loan and/or any of to the Components, Mortgage Loan or the First New Mezzanine Loan and/or the Second Mezzanine Loan and/or or the restructuring of a portion of the Loan and/or any of to either the Components, the First Mezzanine Mortgage Loan and/or the Second Mezzanine Loan to one or more of the foregoing or to one or more an additional mezzanine loans loan (each, a the “New Mezzanine Loan”) to the direct and/or indirect owners of the equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HRBorrower, 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 and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, Mortgage Loan and any the New Mezzanine Loan(s) Loan and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, Mortgage Loan and any the New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Reduced Acquisition Loan, the Construction Loan, Mortgage Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) immediately following such restructuring Loan shall equal the amount of the Reduced Acquisition Loan and the Mortgage Loan immediately prior to the restructuring and the economic terms of the Loan, the Construction 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 an Event of Default under the Loan, the First Mortgage Loan and/or the New Mezzanine Loan, the Second Mezzanine weighted average interest rate of the Loan, the Mortgage Loan and any previously existing the New Mezzanine Loan(s)Loan, if any, immediately prior to shall, at the time of the restructuring, (ii) the weighted average spread above LIBOR of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the weighted average spread for all interest rate 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 restructuringMortgage Loan, and (iii) except in the case of an Event of Default or a prepayment of the Loan, the Mortgage Loan and/or the New Mezzanine Loan, the debt service payments on the Reduced Acquisition Loan, the Construction Loan, Mortgage Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, as calculated immediately following such restructuring, Loan shall equal the aggregate debt service payments which would have been payable under the Reduced Acquisition Loan, Loan and the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any previously existing New Mezzanine Loan(s), if any, Mortgage Loan had the restructuring not occurred. Borrowers Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of and the Components, the First Mezzanine Mortgage Loan and/or the Second Mezzanine Loan and/or to and create and/or restructure one or more a New Mezzanine Loan(s)Loan, if applicable, and shall, upon fifteen ten (1510) 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, 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 cash management deposit account agreement, (B) cause Borrowers’ Borrower’s counsel to deliver such legal opinions, opinions and (C) create such a bankruptcy remote borrower under each the New Mezzanine Loan as, in each of the case of clauses (A), (B) and (C) 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 Mortgage and the other Loan Documents if requested by Lenderrequested. Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrowers Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.89.7. In the event any Borrower fails Borrower’s failure to execute and deliver such documents to Lender comply with its obligation under this Section 9.7 within five ten (510) Business Days following such written after Borrower’s receipt of 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 failure 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 constitute an Event of Default if any Borrower fails to comply with any of the terms, covenants or conditions of under this Section 9.8 after the expiration of five (5) 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, at Lender’s sole cost and expense, time to require Borrowers Borrower 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 Loan or any of the ComponentsLoan, 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 (each, each a “New Mezzanine Loan”) to the newly-formed direct and/or or indirect owners of the equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HRBorrower, secured by a pledge of such interests, the establishment of different interest rates and debt service payments for the Loan and/or any of and the Components, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) Loan and the payment of the Loan and/or any of and the Components, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, provided that (i) the total principal amounts of the Reduced Acquisition LoanLoan (including any component notes), the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any existing New Mezzanine Loan(s) immediately following such restructuring Loan and the applicable New Mezzanine Loan 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, Loan immediately prior to the restructuring, (ii) except in the weighted average spread above LIBOR case of the Reduced Acquisition 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 Construction payment of principal under the Loan, any existing New Mezzanine Loan and/or the First applicable New Mezzanine Loan, the Second weighted average interest rate of the Loan, any existing New Mezzanine Loan and the applicable New Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the weighted 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 restructuringInterest 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 Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any existing New Mezzanine Loan(s), if any, as calculated immediately following such restructuring, Loan and the applicable New Mezzanine Loan 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, Loan and any previously existing New Mezzanine Loan(s), if any, Loan had the restructuring not occurred. Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of the Components, the First Mezzanine Loan and/or the Second Mezzanine 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, at Lender’s sole cost and expense, time prior to a Securitization to require 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) and/or to create participation interests in the Loan or any of the ComponentsLoan, 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 amongst each other 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 (each, a the “New Mezzanine Loan”) to the direct and/or or indirect owners of the equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HRBorrowers, 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, Loan and any the New Mezzanine Loan(s) Loan and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, Loan and any the New Mezzanine Loan(s) Loan 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, Mezzanine Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) immediately following such restructuring Loan shall equal the total principal amount of the Reduced Acquisition Loan, Loan and 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 weighted average spread above LIBOR case of the Reduced Acquisition 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 Construction Loan, Mezzanine Loan and/or the First New Mezzanine Loan, the Second weighted average interest rate of the Loan, the Mezzanine Loan and the New Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the weighted average spread for all aggregate interest rate of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mortgage Loan and Mezzanine Loan and any previously existing New Mezzanine Loan(s), if any, as determined by Lender immediately prior to the restructuringrestructuring (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 Reduced Acquisition Loan, the Construction Loan, Mezzanine Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, as calculated immediately following such restructuring, Loan shall equal the aggregate debt service payments 107 which would have been payable under the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any previously existing New the Mezzanine Loan(s), if any, Loan had the restructuring not occurred. Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of the Components, the First Mezzanine Loan and/or the Second Mezzanine 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. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time, at Lender’s sole cost and expense, time to require Borrowers Borrower to restructure the Loan or any of the Components into additional multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan or any of the ComponentsLoan, and which restructuring may include reallocation of principal amounts of the Loan and/or any (including, by way of example, the increase or decrease in the principal amount of the Componentssenior note and mortgage securing same, and the First Mezzanine Loan and/or corresponding decrease or increase in the Second Mezzanine Loan and/or principal amounts of the junior note(s) and the security instrument(s) securing same) or the restructuring of a portion of the Loan and/or any of into a mezzanine loan (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 (each, a “New Mezzanine Loan”) to the direct and/or indirect owners of the direct equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HRBorrower, secured by a pledge of such direct equity interests, the establishment of different interest rates and debt service payments for the Loan and/or any of and the Components, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) Loan and the payment of the Loan and/or any of and the Components, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, that (a) (i) the total amounts of the Reduced Acquisition Loan, Loan and the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) immediately following such restructuring Loan shall equal the 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 weighted average spread above LIBOR case of an Event of Default under the Reduced Acquisition Loan, Loan and/or the Construction Loan, the First New Mezzanine Loan, the Second weighted average interest rate of the Loan and the New Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the weighted average spread for all of interest rate which was applicable to 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, restructuring and (iii) except in the case of an Event of Default under the Loan and/or the New Mezzanine Loan, the debt service payments on the Reduced Acquisition Loan, Loan and the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, as calculated immediately following such restructuring, Loan shall equal the aggregate debt service payments payment which would have been payable was due under the Reduced Acquisition Loan, Loan immediately prior to the Construction Loan, restructuring; provided that any such restructuring carried out after the First Mezzanine Loan, closing of the Second Mezzanine Loan, and any previously existing New Mezzanine Loan(s), if any, had the restructuring not occurredLoan shall be at no material cost to Borrower. Borrowers Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of and create the Components, the First New Mezzanine Loan and/or the Second Mezzanine 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, 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 cash management deposit account agreement, (B) cause Borrowers’ Borrower’s counsel to deliver such legal opinions, opinions and (C) create such a bankruptcy remote borrower under each the New Mezzanine Loan as, in each of the case of clauses 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 LenderLender and satisfactory to any such Rating Agency, including, without limitation, including 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 9.8requested. In the event any Borrower fails to execute and deliver such documents to Lender within five ten (510) Business Days following such written notice request 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 9 after the expiration of five often (510) Business Days after the second notice thereof.

Restructuring of Loan. 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, at Lender’s sole cost and expense, time to require Borrowers Borrower to restructure the Loan or any of the Components into additional multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan or any of the ComponentsLoan, which restructuring may include reallocation of principal amounts of the Loan and/or any of to the Components, Mortgage Loan or the First New Mezzanine Loan and/or the Second Mezzanine Loan and/or or the restructuring of a portion of the Loan and/or any of to either the Components, the First Mezzanine Mortgage Loan and/or the Second Mezzanine Loan to one or more of the foregoing or to one or more an additional mezzanine loans loan (each, a the “New Mezzanine Loan”) to the direct and/or indirect owners of the equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HRBorrower, 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 and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, Mortgage Loan and any the New Mezzanine Loan(s) Loan and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, Mortgage Loan and any the New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Reduced Acquisition Loan, the Construction Loan, Mortgage Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) immediately following such restructuring Loan shall equal the amount of the Reduced Acquisition Loan and the Mortgage Loan immediately prior to the restructuring and the economic terms of the Loan, the Construction 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 an Event of Default under the Loan, the First Mortgage Loan and/or the New Mezzanine Loan, the Second Mezzanine weighted average interest rate of the Loan, the Mortgage Loan and any previously existing the New Mezzanine Loan(s)Loan, if any, immediately prior to shall, at the time of the restructuring, (ii) the weighted average spread above LIBOR of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the weighted average spread for all interest rate 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 restructuringMortgage Loan, and (iii) except in the case of an Event of Default or a prepayment of the Loan, the Mortgage Loan and/or the New Mezzanine Loan, the debt service payments on the Reduced Acquisition Loan, the Construction Loan, Mortgage Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, as calculated immediately following such restructuring, Loan shall equal the aggregate debt service payments which would have been payable under the Reduced Acquisition Loan, Loan and the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and any previously existing New Mezzanine Loan(s), if any, Mortgage Loan had the restructuring not occurred. Borrowers Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of and the Components, the First Mezzanine Mortgage Loan and/or the Second Mezzanine Loan and/or to and create and/or restructure one or more a New Mezzanine Loan(s)Loan, if applicable, and shall, upon fifteen ten (1510) 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, limitation in the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement 91 agreement, and a mezzanine cash management deposit account agreement, (B) cause Borrowers’ Borrower’s counsel to deliver such legal opinions, opinions and (C) create such a bankruptcy remote borrower under each the New Mezzanine Loan as, in each of the case of clauses (A), (B) and (C) 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 Mortgage and the other Loan Documents if requested by Lenderrequested. Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrowers Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.89.7. In the event any Borrower fails Borrower’s failure to execute and deliver such documents to Lender comply with its obligation under this Section 9.7 within five ten (510) Business Days following such written after Borrower’s receipt of 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 failure 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 constitute an Event of Default if any Borrower fails to comply with any of the terms, covenants or conditions of under this Section 9.8 after the expiration of five (5) Business Days after the second notice thereofAgreement.

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 at Lender’s sole cost and expense, shall have the right at any time to require Borrowers Borrower to restructure the Loan or any of the Components into additional multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan or any of the ComponentsLoan, 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 or the restructuring of a portion of the Loan and/or any of to either the Components, the First Mezzanine Mortgage Loan and/or the Second Mezzanine Loan to one or more of the foregoing or to one or more an additional mezzanine loans loan (each, a the “New Mezzanine Loan”) to the direct and/or indirect owners of the equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct Mortgage Borrower or indirect subsidiaries of BREF HRBorrower, 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 and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, Mortgage Loan and any the New Mezzanine Loan(s) Loan and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, Mortgage Loan and any the New Mezzanine Loan(s) Loan in such order of priority as may be designated by Lender; provided, provided that (i) the total amounts of the Reduced Acquisition Loan, the Construction Loan, Mortgage Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) immediately following such restructuring Loan shall equal the 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, the Mortgage Loan immediately prior to the restructuring, (ii) except in the weighted average spread above LIBOR case of an Event of Default or Mortgage Loan Event of Default and/or a default under the Reduced Acquisition Loan, the Construction Loan, the First New Mezzanine Loan, the Second initial weighted average annual interest rate of the Loan, the Mortgage Loan and the New Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in at the aggregatetime of the restructuring, equal the weighted average spread for all annual interest rate of the Reduced Acquisition Loan, Loan and the Construction Loan, Mortgage Loan immediately prior to the First restructuring and (iii) except in the case of an Event of Default or Mortgage Loan Event of Default and/or a default under the New Mezzanine Loan, the Second Mezzanine Loan and any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring, and (iii) the initial aggregate debt service payments on the Reduced Acquisition Loan, the Construction Loan, Mortgage Loan and the First New Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, as calculated immediately following such shall, at the time of the restructuring, shall equal the aggregate debt service payments which would have been that were payable under the Reduced Acquisition Loan, Loan and the Construction Loan, Mortgage Loan immediately prior to the First Mezzanine Loan, the Second Mezzanine Loan, and any previously existing New Mezzanine Loan(s), if any, had the restructuring not occurredrestructuring. Borrowers Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of and the Components, the First Mezzanine Mortgage Loan and/or the Second Mezzanine Loan and/or to and create and/or restructure one or more a New Mezzanine Loan(s)Loan, if applicable, and shall, upon fifteen ten (1510) 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. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time, at Lender’s sole cost and expense, to require 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) and/or to create participation interests in the Loan 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 Second 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 Second Third Mezzanine Loan to one or more of the foregoing or to one or more additional mezzanine loans (each, a “New Mezzanine Loan”) to the direct and/or indirect owners of the equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HRHR Holdings, secured by a pledge of such interests, the establishment of different interest rates for the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, 260 the Third Mezzanine Loan and any New Mezzanine 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 any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and any New Mezzanine Loan(s) immediately following such restructuring shall equal the 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) the weighted average spread above LIBOR of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the 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 weighted 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) the debt service payments on the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and any New Mezzanine 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. Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan and/or the Second Third Mezzanine 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. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time, at Lender’s sole cost and expense, to require 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) and/or to create participation interests in the Loan 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 Second 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 Second Third Mezzanine Loan to one or more of the foregoing or to one or more additional mezzanine loans (each, a “New Mezzanine Loan”) to the direct and/or indirect owners of the equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HRHR Holdings, secured by a pledge of such interests, the establishment of different interest rates for the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and any New Mezzanine 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 any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and any New Mezzanine Loan(s) immediately following such restructuring shall equal the 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) the weighted average spread above LIBOR of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the 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 weighted 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) the debt service payments on the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan and any New Mezzanine 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. Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan and/or the Second Third Mezzanine 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 222 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, at Lender’s sole cost and expense, time prior to a Securitization to require 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) and/or to create participation interests in the Loan or any of the ComponentsLoan, 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 amongst each other 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 (each, a the “New Mezzanine Loan”) to the direct and/or or indirect owners of the equity interests in Borrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HRBorrowers, 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, Loan and any the New Mezzanine Loan(s) Loan and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Second Mezzanine Loan, Loan and any the New Mezzanine Loan(s) Loan 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, Mezzanine Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s) immediately following such restructuring Loan shall equal the total principal amount of the Reduced Acquisition Loan, Loan and 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 weighted average spread above LIBOR case of the Reduced Acquisition 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 Construction Loan, Mezzanine Loan and/or the First New Mezzanine Loan, the Second weighted average interest rate of the Loan, the Mezzanine Loan and the New Mezzanine Loan, and any New Mezzanine Loan(s), if any, immediately following such restructuring, shall, in the aggregate, equal the weighted average spread for all aggregate interest rate of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mortgage Loan and Mezzanine Loan and any previously existing New Mezzanine Loan(s), if any, as determined by Lender immediately prior to the restructuringrestructuring (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 Reduced Acquisition Loan, the Construction Loan, Mezzanine Loan and the First Mezzanine Loan, the Second Mezzanine Loan, and any New Mezzanine Loan(s), if any, as calculated immediately following such restructuring, Loan 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, and any previously existing New the Mezzanine Loan(s), if any, Loan had the restructuring not occurred. Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Loan and/or any of the Components, the First Mezzanine Loan and/or the Second Mezzanine 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.