Common use of Severance Documentation Clause in Contracts

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require the Borrower (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))), or make any other change to the Loan the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Mezzanine Lenders, “resize” the Loan and the Original Mezzanine Loan to revise the interest rates for the Loan and the Original Mezzanine Loan, reallocate the principal balances of the Loan and the Original Mezzanine Loan and/or increasing or decreasing the monthly debt service payments for the Loan and the Original Mezzanine Loan (such resizing under this clause (ii), a “Resizing”), provided that, subject to Section 9.3.2, (A) the outstanding principal balance of all Components (together with, in the case of a Resizing, the outstanding principal balance of the Original Mezzanine Loan subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Mezzanine Loan subject to such Resizing) immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Original Mezzanine Loan subject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Mezzanine Loan subject to such Resizing) immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) or the Original Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require the Borrower (at Lender’s expenseno material cost to Borrower) to (i) execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below)))Notes, or make any other change to the Loan the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), ) and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Mortgage Lender and/or each Mezzanine LendersLender, as applicable, “resize” the Loan, the Mortgage Loan and the Original any other Mezzanine Loan Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the Original other Mezzanine LoanLoan(s), reallocate the principal balances of the Loan, the Mortgage Loan and the Original any other Mezzanine Loan Loan(s) and/or increasing increase or decreasing decrease the monthly debt service payments for the Loan, the Mortgage Loan and the Original any other Mezzanine Loan Loan(s) (such resizing under this clause (ii), a “Resizing”, any of the foregoing under clauses (i) or (ii) above, a “Bifurcation”), ; provided that, subject to Section 9.3.2, that (Aa) the outstanding principal balance Outstanding Principal Balance of all Components components (together with, in the case of a Resizing, the outstanding principal balance of the Original Mortgage Loan and the other Mezzanine Loan subject to such ResizingLoans) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Mortgage Loan and the other Mezzanine Loan subject to such ResizingLoans) immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for all Components in the aggregate components (when aggregated, in the case of a Resizing, with the interest rates of the Original Mortgage Loan and the other Mezzanine Loan subject to such ResizingLoans) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate rates of the Original Mortgage Loan and the other Mezzanine Loan subject to such ResizingLoans) immediately prior to such modification, (Cb) no principal amortization the obligations of the Loan Borrower shall not be materially increased hereby, and (or any Components thereofc) or the Original Mezzanine Loan such “component” notes and/or senior and subordinate notes shall be required structured such that permitted prepayments (other than repayment prepayments made in full on the Maturity Date), (Dconnection with a Casualty or Condemnation) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 andnot, provided that such modification shall comply with the terms no Event of this Section 9.3Default is then continuing, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to result in any Approved Mezzanine Loan“rate creep”.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, but subject to the other provisions of this Section 8.3.1, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require the Borrower (at Lender’s expenseno cost to Borrower except as expressly set forth in Section 8.4) to (i) execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 8.3.2 below))), or make any other change to the Loan the Note or Components including but not limited to: reducing reduce the number of Components components of the Note note or Notesnotes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Senior Notes and/or Junior Notes and/or the Componentscomponents, increasing revise the interest rate among the Senior Notes and/or Junior Notes, increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Current Mezzanine LendersLoan Lender, “resize” the Loan and the Original Current Mezzanine Loan to revise the interest rates for the Loan and the Original Current Mezzanine Loan, reallocate the principal balances of the Loan and the Original Current Mezzanine Loan and/or increasing increase or decreasing decrease the monthly debt service payments for the Loan and the Original Current Mezzanine Loan (such resizing under this clause (ii), a “Resizing”), provided that, subject to Section 9.3.2, that in the case of clauses (Ai) and (ii) above that the outstanding principal balance Outstanding Principal Balance of all Components components (together with, in the case of a Resizing, the outstanding principal balance of the Original Current Mezzanine Loan subject to such ResizingLoan) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Current Mezzanine Loan subject to such ResizingLoan) immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for all Components in the aggregate components (when aggregated, in the case of a Resizing, with the interest rates rate of the Original Current Mezzanine Loan subject to such ResizingLoan) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Current Mezzanine Loan subject to such ResizingNote) immediately prior to such modificationmodification and principal payments shall, (C) no principal amortization of the Loan (or any Components thereof) or the Original Mezzanine Loan shall be required (other than repayment in full on the Maturity Date)application of Net Proceeds and after the occurrence of an Event of Default, be applied pro rata among such components (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents except that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate coupon may subsequently increase due to the application of Net Proceeds, the Loan and the Original Mezzanine Loan, on application of a combined basis, immediately before the Resizingpartial prepayment in accordance with this Agreement or if an Event of Default shall occur). At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 8.3 and, provided that such modification shall comply with the terms of this Section 9.38.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require the Borrower (at Lender’s expenseno material cost to Borrower) to (i) execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))), or make any other change to the Loan the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), ) and/or (ii) in conjunction with, and with the corresponding agreement of, the each applicable Mezzanine LendersLender, “resize” the Loan and the Original any Mezzanine Loan Loan(s) to revise the interest rates for the Loan and the Original Mezzanine LoanLoan(s), reallocate the principal balances of the Loan and the Original any Mezzanine Loan Loan(s) and/or increasing increase or decreasing decrease the monthly debt service payments for the Loan and the Original any Mezzanine Loan Loan(s) (such resizing under this clause (ii), a “Resizing”, any of the foregoing under clauses (i) or (ii) above, a “Bifurcation”), ; provided that, subject to Section 9.3.2, that (Aa) the outstanding principal balance Outstanding Principal Balance of all Components components (together with, in the case of a Resizing, the outstanding principal balance of the Original Mezzanine Loan subject to such ResizingLoans) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Mezzanine Loan subject to such ResizingLoans) immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for all Components in the aggregate components (when aggregated, in the case of a Resizing, with the interest rates of the Original Mezzanine Loan subject to such ResizingLoans) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate rates of the Original Mezzanine Loan subject to such ResizingLoans) immediately prior to such modification, (Cb) no principal amortization the obligations of the Loan Borrower shall not be materially increased hereby, and (or any Components thereofc) or the Original Mezzanine Loan such “component” notes and/or senior and subordinate notes shall be required structured such that permitted prepayments (other than repayment prepayments made in full on the Maturity Date), (Dconnection with a Casualty or Condemnation) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 andnot, provided that such modification shall comply with the terms no Event of this Section 9.3Default is then continuing, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to result in any Approved Mezzanine Loan“rate creep”.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, but subject to the other provisions of this Section 8.3.1, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require the Borrower (at Lender’s expenseno cost to Borrower except as expressly set forth in Section 8.4) to (i) execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Junior Mezzanine Loans (in accordance with Section 9.3.2 8.3.2 below))), or make any other change to the Loan the Note or Components including but not limited to: reducing reduce the number of Components components of the Note note or Notesnotes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing revise the 81 Mezzanine Loan Agreement interest rate among the Notes, increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Mezzanine LendersSenior Lender, “resize” the Loan and the Original Mezzanine Senior Loan to revise the interest rates for the Loan and the Original Mezzanine Senior Loan, reallocate the principal balances of the Loan and the Original Mezzanine Senior Loan and/or increasing increase or decreasing decrease the monthly debt service payments for the Loan and the Original Mezzanine Senior Loan (such resizing under this clause (ii), a “Resizing”), provided that, subject to Section 9.3.2, that in the case of clauses (Ai) and (ii) above that the outstanding principal balance Outstanding Principal Balance of all Components components (together with, in the case of a Resizing, the outstanding principal balance of the Original Mezzanine Loan subject to such ResizingSenior Loan) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Mezzanine Loan subject to such ResizingSenior Loan) immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for all Components in the aggregate components (when aggregated, in the case of a Resizing, with the interest rates rate of the Original Mezzanine Loan subject to such ResizingSenior Loan) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Mezzanine Loan subject to such ResizingSenior Note) immediately prior to such modificationmodification and principal payments shall, (C) no principal amortization of the Loan (or any Components thereof) or the Original Mezzanine Loan shall be required (other than repayment in full on the Maturity Date)application of Net Proceeds and after the occurrence of an Event of Default, be applied pro rata among such components (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents except that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate coupon may subsequently increase due to the application of Net Proceeds, the Loan and the Original Mezzanine Loan, on application of a combined basis, immediately before the Resizingpartial prepayment in accordance with this Agreement or if an Event of Default shall occur). At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 8.3 and, provided that such modification shall comply with the terms of this Section 9.38.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require the Borrower or Operating Lessee (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))), or make any other change to the Loan Loan, the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Mezzanine Lenders, “resize” the Loan and the Original Mezzanine Loan to revise the interest rates for the Loan and the Original Mezzanine Loan, reallocate the principal balances of the Loan and the Original Mezzanine Loan and/or increasing or decreasing the monthly debt service payments for the Loan and the Original Mezzanine Loan (such resizing under this clause (ii), a “Resizing”), provided that, subject to Section 9.3.2, (A) the outstanding principal balance of all Components (together with, in the case of a Resizing, the outstanding principal balance of the Original Mezzanine Loan subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Mezzanine Loan subject to such Resizing) immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Original Mezzanine Loan subject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Mezzanine Loan subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (I) any voluntary prepayment that Borrower applies to the Mezzanine Loan, (II) any prepayment resulting from an Event of Default, Casualty or Condemnation, and (III) any voluntary prepayment of any portion of the Loan, (C) no principal amortization of the Loan (or any Components thereof) or the Original Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower Borrower, Operating Lessee and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower Borrower, Operating Lessee or any Guarantor under the Loan DocumentsDocuments other than to a di minimis extent, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, Mezzanine Lender shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Mezzanine Loan), to require the Borrower (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Mezzanine Loan or (including, without limitation, the existing “component note” structure Xxxxxxxx Mezzanine Loan, the Medford Mezzanine Loan and/or the Warrenton Mezzanine Loan) in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of any or all of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below)))Notes, or make any other change to the Loan the Note or Components including but not limited to: reducing reduce the number of Components components of any or all of the Note or Mezzanine Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Mezzanine Notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Mezzanine Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with provided that the corresponding agreement of, the applicable Mezzanine Lenders, “resize” the Loan and the Original Mezzanine Loan to revise the interest rates for the Loan and the Original Mezzanine Loan, reallocate the principal balances of the Loan and the Original Mezzanine Loan and/or increasing or decreasing the monthly debt service payments for the Loan and the Original Mezzanine Loan (such resizing under this clause (ii), a “Resizing”), provided that, subject to Section 9.3.2, (A) the outstanding principal balance Outstanding Principal Balance of all Components (together with, in the case of a Resizing, the outstanding principal balance of the Original Mezzanine Loan subject to such Resizing) in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance Outstanding Principal Balance of the Original Mezzanine Loan subject to such Resizing) immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for all Components in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Original Mezzanine Loan subject to such Resizing) components immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Mezzanine Loan subject to such Resizing) Notes immediately prior to such modificationmodification and, (C) no principal amortization taken as a whole, the economic and other material terms and provisions of the Loan (or any Components thereof) or the Original Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basisas so modified, following a Resizing may are not exceed the weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, immediately before the Resizingmaterially less favorable to Borrowers. At Mezzanine Lender’s 's election, each note comprising the Mezzanine Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Mezzanine Lender shall have the right to modify any or all of the Note and/or Mezzanine Notes and any Components components in accordance with this Section 9.3 SECTION 9.4 and, provided that such modification shall comply with the terms of this Section 9.3SECTION 9.4, it shall become immediately effective. The provisions of this Section 9.3 If requested by Mezzanine Lender, Borrowers shall not be applicable promptly execute amendments to the Mezzanine Loan Documents to evidence any Approved Mezzanine Loansuch modification.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require the Borrower or Operating Lessee (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))), or make any other change to the Loan or the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Componentthe Note, reallocating the principal balances of the Notes and/or the ComponentsNotes, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Mezzanine Lenders, “resize” the Loan and the Original Mezzanine Loan to revise the interest rates for the Loan and the Original Mezzanine Loan, Loans reallocate the principal balances of the Loan and the Original Mezzanine Loan Loans and/or increasing or decreasing the monthly debt service payments for the Loan and the Original Mezzanine Loan Loans (such resizing under this clause (ii), a “Resizing”), provided that, subject to Section 9.3.2, (A) the outstanding principal balance of all Components the Loan (together with, in the case of a Resizing, the outstanding principal balance of the Original Mezzanine Loan Loans subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Mezzanine Loan Loans subject to such Resizing) immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate Loan (when aggregated, in the case of a Resizing, with the interest rates of the Original Mezzanine Loan Loans subject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Mezzanine Loan Loans subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (I) any voluntary prepayment of the Mezzanine Loan permitted by the terms of this Agreement, (II) any prepayment during the continuance of an Event of Default or resulting from a Casualty or Condemnation, and (III) any voluntary prepayment of any portion of the Loan, (C) no principal amortization of the Loan (or any Components thereof) or the Original Mezzanine Loan Loans shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower Borrower, Operating Lessee and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower Borrower, Operating Lessee or any Guarantor under the Loan DocumentsDocuments other than to a de minimis extent, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan Loans following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan Loans immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine LoanLoans, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mezzanine LoanLoans, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require the Borrower or Operating Lessee (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))Notes), or make any other change to the Loan Loan, the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Mezzanine Lenders, “resize” the Loan and the Original Mezzanine Loan Loans to revise the interest rates for the Loan and the Original Mezzanine Loan, Loans reallocate the principal balances of the Loan and the Original Mezzanine Loan Loans and/or increasing or decreasing the monthly debt service payments for the Loan and the Original Mezzanine Loan Loans (such resizing under this clause (ii), a “Resizing”), provided that, subject to Section 9.3.2, (A) the outstanding principal balance of all Components (together with, in the case of a Resizing, the outstanding principal balance of the Original Mezzanine Loan Loans subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Mezzanine Loan Loans subject to such Resizing) immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Original Mezzanine Loan Loans subject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Mezzanine Loan Loans subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (I) any voluntary prepayment of the Mezzanine Loan permitted by the terms of this Agreement, (II) any prepayment during the continuance of an Event of Default or resulting from a Casualty or Condemnation, and (III) any voluntary prepayment of any portion of the Loan, (C) no principal amortization of the Loan (or any Components thereof) or the Original Mezzanine Loan Loans shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower Borrower, Operating Lessee and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower Borrower, Operating Lessee or any Guarantor under the Loan DocumentsDocuments other than to a de minimis extent, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan Loans following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan Loans immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine LoanLoans, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mezzanine LoanLoans, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require the Borrower or Leasehold Pledgor (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))Notes), or make any other change to the Loan or the Note or Components including but not limited to: reducing the number of Components components of the Note or Notes, revising the interest rate for each Componentcomponent, reallocating the principal balances of the Notes and/or the Componentscomponents, increasing or decreasing the monthly debt service payments for each Component component or eliminating the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments), and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Mortgage Lender, Mezzanine LendersA Lender and Lender, “resize” the Loan, the Mezzanine A Loan and the Original Mezzanine Mortgage Loan to revise the interest rates for the Loan, the Mezzanine A Loan and the Original Mezzanine Mortgage Loan, reallocate the principal balances of the Loan, the Mezzanine A Loan and the Original Mezzanine Mortgage Loan and/or increasing or decreasing the monthly debt service payments for the Loan, the Mezzanine A Loan and the Original Mezzanine Mortgage Loan (such resizing under this clause (ii), a “Resizing”), provided that, subject to Section 9.3.2, (A) the outstanding principal balance Outstanding Principal Balance of the Loan, or of all Components components of the Loan if it is componentized (together with, in the case of a Resizing, the outstanding principal balance of the Original Loan, the Mortgage Loan and the Mezzanine A Loan subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Loan, the Mortgage Loan and the Mezzanine A Loan subject to such Resizing) immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components components of the Loan in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Original Loan, Mortgage Loan and the Mezzanine A Loan subject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Mortgage Loan and the Mezzanine A Loan subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (I) any voluntary prepayment of the Mortgage Loan and the Mezzanine A Loan permitted by the terms of this Agreement, (II) any prepayment during the continuance of an Event of Default or resulting from a Casualty or Condemnation, and (III) any voluntary prepayment of any portion of the Loan, (C) no principal amortization of the Loan (or any Components components thereof) or the Original Mortgage Loan and the Mezzanine A Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower Borrower, Leasehold Pledgor and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower Borrower, Leasehold Pledgor or any Guarantor under the Loan DocumentsDocuments other than to a de minimis extent, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mortgage Loan and the Mezzanine A Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mortgage Loan and the Mezzanine A Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mortgage Loan and the Mezzanine Loan, A Loan on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mortgage Loan and the Mezzanine A Loan, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.