Common use of Severance Documentation Clause in Contracts

Severance Documentation. Lender shall have the right, at any time (whether prior to or after any Secondary Market Transaction in respect of all or any portion of the Loan), to modify the Loan in order to create one or more new notes (including senior and junior notes), one or more additional components of the Note or Notes and/or one or more mezzanine loans (including amending Borrower’s organizational structure and the organizational documents of Borrower and its direct and indirect shareholders, partners, members and non-member managers to provide for one or more mezzanine borrowers), reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided, however, that in creating such new notes or modified notes or mezzanine notes (a) Borrower shall not be required to modify the stated maturity of the Note, (b) the aggregate principal amount of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the Outstanding Principal Balance of the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notes, (c) the interest rates on all such new notes or modified notes or mezzanine notes shall be fixed, and the weighted average interest rate of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the interest rate applicable to the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notes, and (d) the scheduled debt service payments on all such new notes or modified notes or mezzanine notes shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notes. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. If requested by Lender, Borrower shall, within a reasonable period of time, execute an amendment to the Loan Documents to evidence any such modification, including, without limitation, an amendment to the Cash Management Agreement to reflect the newly created notes, components and/or mezzanine loans.

Severance Documentation. Lender shall have the right, at any time (whether prior to or after any Secondary Market Transaction in respect of all or any portion of the Loan), to modify the Loan in order to create one or more new notes (including senior and junior notes), one or more additional components of the Note or Notes and/or one or more mezzanine loans (including amending Borrower’s organizational structure and the organizational documents of Borrower and its direct and indirect shareholders, partners, members and non-member managers to provide for one or more mezzanine borrowers), reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided, however, that in creating such new notes or modified notes or mezzanine notes (a) Borrower shall not be required to modify the stated maturity of the Note, (b) the aggregate principal amount of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the Outstanding Principal Balance of the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notes, (c) the interest rates on all such new notes or modified notes or mezzanine notes shall be fixed, and the weighted average interest rate of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the interest rate applicable to the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notes, and (d) the scheduled debt service payments on all such new notes or modified notes or mezzanine notes shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notes. 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. If requested by Lender, Borrower shall, within a reasonable period of time, shall promptly execute an amendment to the Loan Documents to evidence any such modification, including, without limitation, an amendment to the Cash Management Agreement to reflect the newly created notes, components and/or mezzanine loans.

Severance Documentation. Lender shall have the right, at any time (whether prior to or after any Secondary Market Transaction in respect of all or any portion of the Loan), to modify the Loan in order to create one or more new notes (including senior and junior notes), one or more additional components of the Note or Notes and/or one or more mezzanine loans (including amending Borrower’s organizational structure and the organizational documents of Borrower and its direct and indirect shareholders, partners, members and non-member managers to provide for one or more mezzanine borrowersborrowers that do not have an adverse effect on the rights or obligations of the parties under such organizational documents), reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided, however, that in creating such new notes or modified notes or mezzanine notes (a) Borrower shall not be required to modify the stated maturity of the Note, (b) the aggregate principal amount of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the Outstanding Principal Balance of the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notes, (c) the interest rates on all such new notes or modified notes or mezzanine notes shall be fixed, and the weighted average interest rate of all such new notes or modified notes or mezzanine notes shall, on throughout the date created, term of the Loan shall equal the interest rate applicable to the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notes, and (d) the scheduled debt service payments and amortization (thirty (30) years on the original principal balance of the Note) on all such new notes or modified notes or mezzanine notes shall, on shall throughout the date created, term of the Loan equal the scheduled debt service payments and amortization under the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notesnotes and (e) all other economic terms of the Loan shall remain materially the same. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. If requested by Lender, Borrower shall, within a reasonable period of time, execute an amendment Lender shall have the right to modify the Loan Documents to evidence Note and/or Notes and any such modification, including, without limitation, an amendment to the Cash Management Agreement to reflect the newly created notes, components and/or mezzanine loans.in accordance with this 64

Severance Documentation. Lender shall have the right, at any time (whether prior to or after any Secondary Market Transaction in respect sale, participation or Securitization of all or any portion of the Loan), to modify the Loan in order to create one or more new senior and subordinate notes (including senior and junior notes)i.e., an A/B or Pool 1 A/B/C structure) and/or one or more additional components of the Note or Notes and/or one or more mezzanine loans (including amending Borrower’s organizational structure and the organizational documents of Borrower and its direct and indirect shareholders, partners, members and non-member managers to provide for one or more mezzanine borrowers)Notes, reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided, however, provided that in creating such new notes or modified notes or mezzanine notes (a) Borrower shall not be required to modify the stated maturity of the Note, (b) the aggregate principal amount of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the Outstanding Principal Balance of all components immediately after the Loan effective date of such modification equals the Outstanding Principal Balance immediately prior to the creation of such new notes or modified notes or mezzanine notes, (c) the interest rates on all such new notes or modified notes or mezzanine notes shall be fixed, modification and the weighted average of the interest rates for all components immediately after the effective date of such modification equals the interest rate of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the interest rate applicable to the Loan original Note immediately prior to the creation of such new notes or modified notes or mezzanine notes, and (d) the scheduled debt service payments on all such new notes or modified notes or mezzanine notes shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notesmodification. 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 in accordance with this Section 9.4 and, provided that such modification shall comply with the terms of this Section 9.4, it shall become immediately effective. If requested by Lender, Borrower shall, within a reasonable period of time, Borrowers shall promptly execute an amendment to the Loan Documents to evidence any such modification; provided that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, includingthe stated maturity or the amortization of principal as set forth herein or in the Note, without limitation, an amendment or (B) modify or amend any other material term of the Loan adverse to Borrowers. Borrower shall not be required to pay any costs or expenses incurred by Lender in connection with any modification of the Cash Management Agreement Loan pursuant to reflect the newly created notes, components and/or mezzanine loansthis Section 9.4.

Severance Documentation. Lender shall have the right, at any time (whether prior to or after any Secondary Market Transaction in respect sale, participation or Securitization of all or any portion of the Loan), to modify the Loan in order to create one or more new senior and subordinate notes (including senior and junior notes)i.e., an A/B or Pool 2 A/B/C structure) and/or one or more additional components of the Note or Notes and/or one or more mezzanine loans (including amending Borrower’s organizational structure and the organizational documents of Borrower and its direct and indirect shareholders, partners, members and non-member managers to provide for one or more mezzanine borrowers)Notes, reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided, however, provided that in creating such new notes or modified notes or mezzanine notes (a) Borrower shall not be required to modify the stated maturity of the Note, (b) the aggregate principal amount of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the Outstanding Principal Balance of all components immediately after the Loan effective date of such modification equals the Outstanding Principal Balance immediately prior to the creation of such new notes or modified notes or mezzanine notes, (c) the interest rates on all such new notes or modified notes or mezzanine notes shall be fixed, modification and the weighted average of the interest rates for all components immediately after the effective date of such modification equals the interest rate of all such new notes or modified notes or mezzanine notes shall, on the date created, equal the interest rate applicable to the Loan original Note immediately prior to the creation of such new notes or modified notes or mezzanine notes, and (d) the scheduled debt service payments on all such new notes or modified notes or mezzanine notes shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to the creation of such new notes or modified notes or mezzanine notesmodification. 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 in accordance with this Section 9.4 and, provided that such modification shall comply with the terms of this Section 9.4, it shall become immediately effective. If requested by Lender, Borrower shall, within a reasonable period of time, Borrowers shall promptly execute an amendment to the Loan Documents to evidence any such modification; provided that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, includingthe stated maturity or the amortization of principal as set forth herein or in the Note, without limitation, an amendment or (B) modify or amend any other material term of the Loan adverse to Borrowers. Borrower shall not be required to pay any costs or expenses incurred by Lender in connection with any modification of the Cash Management Agreement Loan pursuant to reflect the newly created notes, components and/or mezzanine loansthis Section 9.4.