Common use of Restructuring of Loan Clause in Contracts

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 to require Borrower to restructure the Loan into multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan to the Mortgage Loan or the New Mezzanine Loan or the restructuring of a portion of the Loan to either the Mortgage Loan or an additional mezzanine loan (the “New Mezzanine Loan”) to the owners of the equity interests in Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or the New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) the total amounts of the Loan, the Mortgage Loan and the New Mezzanine Loan shall equal the amount of the Loan and the Mortgage Loan immediately prior to the restructuring and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuring, (ii) except in the case of an Event of Default under the Loan, the Mortgage Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan, the Mortgage Loan and the New Mezzanine Loan, if any, shall, at the time of the restructuring, equal the weighted average interest rate of the Loan and the Mortgage 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 Loan, the Mortgage Loan and the New Mezzanine Loan shall equal the 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 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. 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 multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan to the Mortgage Loan or the New Mezzanine Loan or the restructuring of a portion of the Loan to either the Mortgage Mezzanine Loan or an additional mezzanine loan (the “New Mezzanine Loan”) to the owners of the equity interests in Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage 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 Mortgage Mezzanine Loan and the New Mezzanine Loan and the payment of the Loan, the Mortgage Mezzanine Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, provided that (i) the total amounts of the Loan, the Mortgage Mezzanine Loan and the New Mezzanine Loan shall equal the amount of the Loan and the Mortgage Mezzanine Loan immediately prior to the restructuring and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mortgage Mezzanine Loan prior to such Restructuring, (ii) except in the case of an Event of Default under under, or prepayment of, the Loan, the Mortgage Mezzanine Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan, the Mortgage Mezzanine Loan and the New Mezzanine Loan, if any, shall, at the time of the restructuring, equal the weighted average interest rate of the Loan and the Mortgage Mezzanine Loan, and (iii) except in the case of an Event of Default under, or a prepayment of of, the Loan, the Mortgage Mezzanine Loan and/or the New Mezzanine Loan, the debt service payments on the Loan, the Mortgage Mezzanine Loan and the New Mezzanine Loan shall equal the debt service payments which would have been payable under the Loan and the Mortgage Mezzanine Loan had the restructuring not occurred. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and the Mortgage 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 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. At any time prior to the Securitization of the entire Loan, (a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time prior to a Securitization to require Borrower to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan to the Mortgage Loan or the New Mezzanine Loan or the restructuring of a portion of the Loan to either the Mortgage Loan or an additional mezzanine loan (the “New Mezzanine Loan”) to the owners of the equity interests in Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or the New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, provided that (i) the total amounts principal amount of the Loan, the Mortgage Loan and the New Mezzanine Loan shall equal the total principal amount of the Loan and the Mortgage Loan immediately prior to the restructuring and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuring, (ii) except in the case of an Event of Default under the Loan, the Mortgage Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan, the Mortgage Loan and the New Mezzanine Loan, if any, shall, at the time of the restructuring, equal the weighted average interest rate of the Loan and the Mortgage Loan, and (iii) except in the case occurrence of an Event of Default or of a prepayment Casualty or Condemnation that results in the payment of principal under the Loan, the Mortgage Loan and/or the New Mezzanine Loan, the debt service payments on the Loan, the Mortgage Loan and the New Mezzanine Loan shall equal the debt service payments which would have been payable under the Loan and the Mortgage Loan had the restructuring not occurred. . (b) Prior to the sale of the Loan Documents in connection with a Securitization, 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, (Ai) execute and deliver such documents, including, without limitation in provided that such documents are on substantially the case of any New Mezzanine Loan, a mezzanine note, a mezzanine loan agreement, a pledge same terms and security agreement, conditions as the Loan Documents and a mezzanine deposit account agreement, (Bii) cause Borrower’s counsel to deliver such legal opinions and (C) create such bankruptcy remote borrower under as are comparable to the New Mezzanine Loan legal opinions delivered by Borrower’s counsel with respect to the Loan, as, in each of the case cases of clauses (A), (Bi) and (Cii) above, shall be reasonably required by Lender or 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 Pledge Agreement and the other Loan Documents if requested. . (c) Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.7. 9.8, other than Borrower’s failure legal fees up 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$25,000.

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, shall have the right at any time, in its sole and absolute discretion, shall have the right at any time to require Borrower to restructure the Loan into multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan, and which restructuring may include reallocation of principal amounts of the Loan to (including, by way of example, the Mortgage Loan increase or decrease in the New Mezzanine Loan principal amount of the senior note and mortgage securing same, and the corresponding decrease or increase in the principal amounts of the junior note(s) and the security instrument securing same) or the restructuring of a portion of the Loan to either the Mortgage Loan or an additional into a mezzanine loan (the “New Mezzanine Loan”) to the owners of the direct equity interests in Borrower, secured by a pledge of such direct equity interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or the New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the New Mezzanine Loan mezzanine loan and the payment of the Loan, the Mortgage Loan and the New Mezzanine Loan mezzanine loan in such order of priority as may be designated by Lender; provided, that (a) (i) the total amounts of the Loan, the Mortgage Loan and the New Mezzanine Loan mezzanine loan shall equal the amount of the Loan and the Mortgage Loan immediately prior to the restructuring and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuringrestructuring, (ii) except in the case of an Event of Default under the Loan, the Mortgage Loan and/or the New Mezzanine Loanmezzanine loan, the weighted average interest rate of the Loan, the Mortgage Loan and the New Mezzanine Loan, if any, shall, at the time of the restructuring, equal the weighted average interest rate of the Loan and the Mortgage Loanmezzanine loan, and if any, shall, in the aggregate, equal the interest rate which was applicable to the Loan immediately prior to the restructuring, (iii) except in the case of an Event of Default or a prepayment of under the Loan, the Mortgage Loan and/or the New Mezzanine Loanmezzanine loan, the debt service payments on the Loan, the Mortgage Loan and the New Mezzanine Loan mezzanine loan shall equal the debt service payments payment which would have been payable was due under the Loan immediately prior to the restructuring, (iv) in connection herewith, Lender acknowledges that Borrower may rely on, and directly deal with, Lender and/or Servicer with respect to any matters related to the Mortgage Loan had and not third party participants or other parties involved with the restructuring Loan, and (v) the foregoing shall not occurreddecrease Borrower’s rights or shall not increase Borrower’s obligations relative to those set forth in this Agreement or any of the other Loan Documents. Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and create the Mortgage Loan 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, documents including, without limitation in the case of any New Mezzanine Loanthe mezzanine loan, a mezzanine note, a mezzanine loan agreement, a pledge and security agreement, 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.75 71215191

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, and at Lender’s sole cost and expense, shall have the right at any time to require Borrower to restructure the Loan into multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan to the Mortgage Loan or the New Mezzanine Loan or the restructuring of a portion of the Loan to either the Mortgage Loan or an additional mezzanine loan (the “New Mezzanine Loan”) to the owners of the equity interests in Mortgage Borrower or Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or the New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, provided that (i) the total amounts of the Loan, the Mortgage Loan and the New Mezzanine Loan shall equal the amount of the Loan and the Mortgage Loan immediately prior to the restructuring and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuringrestructuring, (ii) except in the case of an Event of Default under the Loan, the or Mortgage Loan Event of Default and/or a default under the New Mezzanine Loan, the initial weighted average annual interest rate of the Loan, the Mortgage Loan and the New Mezzanine Loan, if any, shall, at the time of the restructuring, equal the weighted average annual interest rate of the Loan and the Mortgage Loan, Loan immediately prior to the restructuring and (iii) except in the case of an Event of Default or a prepayment of the Loan, the Mortgage Loan Event of Default and/or a default under the New Mezzanine Loan, the initial aggregate debt service payments on the Loan, the Mortgage Loan and the New Mezzanine Loan shall Loan, if any, shall, at the time of the restructuring, equal the aggregate debt service payments which would have been that were payable under the Loan and the Mortgage Loan had immediately prior to the restructuring not occurredrestructuring. 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 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. At any time prior to the Securitization of the entire 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 at Lender’s expense (so long as an Event of Default has not occurred and is continuing, including reasonable attorney’s fees and expenses incurred by the Borrower) to restructure the Loan into additional multiple notes (which may include component notes and/or senior and junior notes) ), to re-allocate principal among component notes and/or senior and junior notes and/or to create participation interests in the Loan, which restructuring may include reallocation of principal amounts of the Loan to the Mortgage Loan or the New Mezzanine Loan or the restructuring of a portion of the Loan to either the Mortgage Loan or an additional mezzanine loan (the “New Mezzanine Loan”) to the owners of the equity interests in Borrower, secured by a pledge of such interests, and/or the reallocation of a portion of the Mortgage Loan to the Loan and/or the New Mezzanine Loan or the establishment of different interest rates, floor interest rates and debt service payments for the Loan, the Mortgage Loan and the New Mezzanine Loan and the payment of the Loan, the Mortgage Loan and the New Mezzanine Loan in such order of priority as may be designated by Lender; provided, provided that (i) the total principal amounts of the Loan, the Mortgage Loan and the New Mezzanine Loan (including any component notes) shall equal the total principal amount of the Loan and the Mortgage Loan immediately prior to the restructuring restructuring, and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuring, (ii) except in the case of an Event of Default under the Loan, the Mortgage Loan and/or the New Mezzanine Loan, the weighted average interest rate of the Loan, the Mortgage Loan and the New Mezzanine Loan, if any, shall, at the time of the restructuring, equal the weighted average interest rate of the Loan and the Mortgage Loanshall, and (iii) except in the case of an Event of Default or a prepayment of the Loanaggregate, the Mortgage Loan and/or the New Mezzanine Loan, the debt service payments on the Loan, the Mortgage Loan and the New Mezzanine Loan shall equal the debt service payments which would have been payable under the Loan and the Mortgage Loan had the restructuring not occurred. Interest Rate. (b) Borrower shall cooperate with all reasonable requests of Lender in order to restructure the Loan and Note, and/or 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, (Ai) 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, (Bii) cause Borrower’s counsel to deliver deliver, at Lender’s expense (so long as an Event of Default has not occurred and is continuing, including reasonable attorney’s fees and expenses incurred by the Borrower), 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 therewithopinions, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of this Agreement, the Mortgage Security Instrument and the other Loan Documents if requested. Except as may be ; provided, however, any such amendments required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower by Lender shall not be obligated result in any economic or other material adverse change in the transaction contemplated by this Agreement or the other Loan Documents. (c) In the event Borrower fails to pay any costs or expenses incurred in connection with any execute and deliver such restructuring as set forth documents described in this Section 9.7. Borrower’s failure 9.4 to comply with its obligation under this Section 9.7 Lender within ten (10) Business Days after Borrower’s 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, if Borrower fails to execute and deliver such documents within ten (10) Business Days of receipt of notice of such failure second notice. It shall constitute be an Event of Default under if Borrower fails to comply with any of the terms, covenants or conditions of this AgreementSection 9.4 after the expiration of ten (10) 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 time, at Lender’s sole cost and expense, to require Borrower Borrowers to restructure the Loan or any of the Components into additional multiple notes (which may include component notes and/or senior and junior notes) and/or to create participation interests in the LoanLoan or any of the Components, which restructuring may include reallocation of principal amounts of the Loan to and/or any of the Mortgage Loan or Components, the New First Mezzanine Loan or 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 either one or more of the Mortgage Loan foregoing or an to one or more additional mezzanine loan loans (the each, a “New Mezzanine Loan”) to the direct and/or indirect owners of the equity interests in BorrowerBorrowers as reasonably, mutually determined by Lender and Borrowers and that are direct or indirect subsidiaries of BREF HR, secured by a pledge of such interests, 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 Mortgage Loan Second Mezzanine Loan, and the any New Mezzanine Loan Loan(s) and the payment of the Loan and/or any of the Components, the First Mezzanine Loan, the Mortgage Loan Second Mezzanine Loan, and the any New Mezzanine Loan 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 Mortgage Loan Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and the any New Mezzanine Loan Loan(s) immediately following such restructuring shall equal the amount of the Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan and the Mortgage Loan any previously existing New Mezzanine Loan(s), if any, immediately prior to the restructuring and the economic terms of the Loan, the Mezzanine Loan and the New Mezzanine Loan shall be the same as the economic terms of the Loan and the Mortgage Loan prior to such Restructuringrestructuring, (ii) except in the case weighted average spread above LIBOR of an Event of Default under the Reduced Acquisition Loan, the Mortgage Loan and/or Construction Loan, the New First Mezzanine Loan, the weighted average interest rate of the Second Mezzanine Loan, the Mortgage Loan and the any New Mezzanine LoanLoan(s), if any, immediately following such restructuring, shall, at in the time of the restructuringaggregate, equal the weighted average interest rate 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 Mortgage Loanrestructuring, 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 Mortgage Loan Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and the any New Mezzanine Loan Loan(s), if any, as calculated immediately following such restructuring, shall equal the aggregate debt service payments which would have been payable under the Loan Reduced Acquisition Loan, the Construction Loan, the First Mezzanine Loan, the Second Mezzanine Loan, and the Mortgage Loan any previously existing New Mezzanine Loan(s), if any, had the restructuring not occurred. Borrower Borrowers shall cooperate with all reasonable requests of Lender in order to restructure the Loan and and/or any of the Mortgage Components, the First Mezzanine Loan and and/or the Second Mezzanine Loan and/or to create a and/or restructure one or more New Mezzanine LoanLoan(s), if applicable, and shall, upon ten fifteen (1015) Business Days written notice from Lender, which notice shall include the forms of documents for which Lender is requesting execution and delivery, (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 deposit account cash management agreement, (B) cause Borrower’s Borrowers’ counsel to deliver such legal opinions opinions, and (C) create such a bankruptcy remote borrower under the each New Mezzanine Loan as, in each of the case of clauses (A), (B) and (C) above, shall be reasonably required by Lender or 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 requestedrequested by Lender. Except as may be required in connection with a Securitization pursuant to Section 9.1 hereof, Borrower Borrowers shall not be obligated to pay any costs or expenses incurred in connection with any such restructuring as set forth in this Section 9.79.8. Borrower’s failure 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 its obligation under any of the terms, covenants or conditions of this Section 9.7 within ten 9.8 after the expiration of five (105) Business Days after Borrower’s receipt of the second notice of such failure shall constitute an Event of Default under this Agreementthereof.