Common use of Severance of Loan Clause in Contracts

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan Documents), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause the Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), in each such case, in whatever proportion and whatever priority Lender determines; provided, however, in each such instance the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification. If requested by Lender, Borrower (and Borrower’s constituent members, if applicable) shall execute within two (2) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower shall not be required to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the interest rate or the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan DocumentsTransaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause the Note and the Mortgage Pledge to be split into a first and second mortgage loan, (ii) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), in each such case, in whatever proportion and whatever priority Lender determines; provided, however, in each such instance the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification. If requested by Lender, Borrower (and Borrower’s constituent members, if applicable) shall execute within two (2) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower shall not be required to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the interest rate Spread or the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender Eurohypo shall have the right, at any time (whether prior totime, in connection withbut at no additional cost to the Borrower, or after any Secondary Market Transaction or for to direct the purpose of enforcing Lender’s rights and remedies under the Loan Documents)Administrative Agent, with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause the Note Notes, the Deeds of Trust and the Mortgage other Security Documents to be severed and/or split into a first two or more separate notes, deeds of trust and second other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loanloans, (iib) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure)) secured by the Deeds of Trust and the other Security Documents, (iiic) create multiple components of the Note or Notes (and allocate or reallocate the principal balance Outstanding Principal Amount of the Loan among such componentscomponents or among the components of the Notes delivered upon the Closing Date) or (ivd) otherwise sever the Loan into two (2) or more loans secured by mortgages the Deeds of Trust and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), the other Security Documents; in each such case, in whatever proportion proportions and whatever priority Lender determinespriorities as Eurohypo may so direct in its discretion to the Administrative Agent; provided, however, that in each such instance (i) the outstanding principal balance Outstanding Principal Amount of all the Notes evidencing the Loan (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) components of such Notes) immediately after the effective date of such modification splitting, modification, componentization or other severance, equals the outstanding principal balance Outstanding Principal Amount of the Loan (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) the applicable component thereof) immediately prior to such modification and splitting, modification, componentization or other severance, (ii) the weighted average of the interest rates for all such Notes (or or, if applicable, components of such Notes) immediately after the effective date of such modification splitting, modification, componentization or other severance equals the interest rate of the original Note (or the applicable component thereof) immediately prior to such splitting, modification, componentization or other severance thereof, (iii) there shall be no modification of the Maturity Date, the Types of Loans available to be selected by the Borrower (provided that the Applicable Margins on the relevant Types may be modified, and may differ for each of such split, modified, componentized or otherwise severed Notes or components, so long as the restrictions set forth in clause (ii) above are not violated), the due dates for mandatory principal payments, prepayment terms, Events of Default (other than cross defaulting of any severed Notes or Security Documents) or any other modifications which would result, in the aggregate, in an increase in the economic obligations of the Borrower with respect to all Loans outstanding hereunder following such splitting, modification, componentization or other severance as compared to the obligations of the Borrower immediately prior thereto (other than changes in the interest rate or Applicable Margins which do not violate the restrictions in clause (ii) above), including, without limitation, any recourse provisions, and (iv) except for modifications which do not violate the restrictions set forth in clauses (ii) and (iii) above, such modification shall not result, in the aggregate, in an increase in any liability or obligation, or any change in any substantive rights, of the Borrower, any Borrower Party or any Named Principal under the Loan Documents following such splitting, modification, componentization or other severance as compared to the respective liabilities, obligations or rights of such parties immediately prior thereto. If requested by Lenderthe Administrative Agent in writing, subject to the provisions of Section 2.04(b), the Borrower (and Borrower’s constituent members, if applicable) shall execute within two ten (210) Business Days after such request, a severance agreement, amendments to or amendments and restatements of any one or more Loan Documents, and such documentation as Lender the Administrative Agent may reasonably request to evidence and/or effectuate any such modification splitting, modification, componentization or other severance. Borrower shall not be required , all in form and substance reasonably satisfactory to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (includingEurohypo, without limitation, a change in the interest rate or Administrative Agent and the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan DocumentsTransaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause the Note and one or more of the Mortgage Mortgages to be split into a first and second mortgage loanloans, (ii) create one or more senior and subordinate notes (i.e.e.g., an A/B B, A/B/C or A/B/C C/D structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge pledges of partnership or membership interests (directly or indirectly) in Borrower (i.e.e.g., a senior loan/mezzanine loan structure), in each such case, in whatever proportion and whatever priority Lender determines; provided, however, in each such instance (a) the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and modification, (b) the weighted average of the interest rates LIBOR Margins for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate LIBOR Margin of the original Note immediately prior to such modification, and (c) such restructuring of the Loan does not increase, in more than a de minimis manner, Lender’s rights or Borrower’s obligations and liabilities or decrease, in more than a de minimis manner, Borrower’s rights under the Loan Documents. If requested by Lender, Borrower (and Borrower’s constituent members, if applicable, and Guarantor) shall execute within two ten (210) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower shall not be required agrees to (A) incur any out-of-pocket expense cooperate with Lender in connection with any action taken pursuant to the exercise of its rights under this Section 9.1.8 unless 17.08, which cooperation shall be at no cost or expense to Borrower, provided that all costs and expenses of Borrower for which Lender agrees to pay for such out of pocket expenses as they are shall be responsible hereunder shall have been reasonably incurred by Borrower (including, without limitation, a change in the interest rate or the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender Loan Components. The Administrative Agent shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan Documents)time, with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause the Note Notes, the Mortgage and the Mortgage other Security Documents to be severed and/or split into a first two or more separate notes, mortgages and second other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loanloans, (iib) create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure)) secured by the Mortgage and the other Security Documents, (iiic) create multiple components of the Note or Notes (and allocate or reallocate re-allocate the outstanding principal balance amount of the Loan among such components) or (ivd) otherwise sever the Loan into two (2) or more loans secured by mortgages the Mortgage and by a pledge the other Security Documents (each of partnership or membership interests clauses (directly or indirectlya) in Borrower through (i.e.d), a senior loan/mezzanine loan structure“Bifurcation”), ; in each such case, in whatever proportion proportions and whatever priority Lender determinespriorities as Administrative Agent may so direct in its discretion to Administrative Agent; provided, however, that in each such instance (i) the outstanding principal balance amount of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of following such modification equals Bifurcation shall be equal to the outstanding principal balance amount of the Loan immediately prior to such modification Bifurcation, and (ii) the weighted average Applicable Margin and/or Base Rate, as applicable, with respect to the new notes immediately after such Bifurcation and at all times prior to the occurrence of any Event of Default shall not exceed the weighted average Applicable Margin and/or Base Rate, as applicable, with respect to the initial Notes delivered hereunder (as such interest rates are subject to being adjusted from time to time in accordance herewith, including as a result of the accrual of interest rates for all such Notes (or components of such Notes) immediately after at the effective date of such modification equals the interest rate of the original Note immediately prior to such modificationDefault Rate). If requested by LenderAdministrative Agent in writing, Borrower (and Borrower’s constituent members, if applicable) shall execute within two ten (210) Business Days days after such request, a severance agreement, amendments to or amendments and restatements of any one or more Loan Documents, and such documentation as Lender Administrative Agent may reasonably request to evidence and/or effectuate any such modification or severance. Borrower shall not be required Bifurcation, all in form and substance reasonably satisfactory to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the interest rate or the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on BorrowerAdministrative Agent.

Severance of Loan. Lender Eurohypo shall have the right, at any time (whether prior totime, in connection withbut at no additional cost to the Borrower, or after any Secondary Market Transaction or for to direct the purpose of enforcing Lender’s rights and remedies under the Loan Documents)Administrative Agent, with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause the Note Notes, the Deeds of Trust and the Mortgage other Security Documents to be severed and/or split into a first two or more separate notes, deeds of trust and second other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loanloans, (iib) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure)) secured by the Deeds of Trust and the other Security Documents, (iiic) create multiple components of the Note or Notes (and allocate or reallocate the principal balance Outstanding Principal Amount of the Loan Loans amount among such componentscomponents or among the components of the Notes delivered upon the Closing Date) or (ivd) otherwise sever the Loan into two (2) or more loans secured by mortgages the Deeds of Trust and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), the other Security Documents; in each such case, in whatever proportion proportions and whatever priority Lender determinespriorities as Eurohypo may so direct in its discretion to the Administrative Agent; provided, however, that in each such instance (i) the outstanding principal balance Outstanding Principal Amount of all the Notes evidencing the Loan Loans (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) components of such Notes) immediately after the effective date of such modification splitting, modification, componentization or other severance, equals the outstanding principal balance Outstanding Principal Amount of the Loan Loans (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) the applicable component thereof) immediately prior to such modification and splitting, modification, componentization or other severance, (ii) the weighted average of the interest rates for all such Notes (or or, if applicable, components of such Notes) immediately after the effective date of such modification splitting, modification, componentization or other severance equals the interest rate of the original Note (or the applicable component thereof) immediately prior to such splitting, modification, componentization or other severance thereof, (iii) there shall be no modification of the Maturity Date, the Types of Loans available to be selected by the Borrower (provided that the Applicable Margins on the relevant Types may be modified, and may differ for each of such split, modified, componentized or otherwise severed Notes or components, so long as the restrictions set forth in clause (ii) above are not violated), the due dates for mandatory principal payments, prepayment terms, Events of Default (other than cross defaulting of any severed Notes or Security Documents) or any other modifications which would result, in the aggregate, in an increase in the economic obligations of the Borrower with respect to all Loans outstanding hereunder following such splitting, modification, componentization or other severance as compared to the obligations of the Borrower immediately prior thereto (other than changes in the interest rate or Applicable Margins which do not violate the restrictions in clause (ii) above), including, without limitation, any recourse provisions, and (iv) except for modifications which do not violate the restrictions set forth in clauses (ii) and (iii) above, such modification shall not result, in the aggregate, in an increase in any liability or obligation, or any change in any substantive rights, of the Borrower, any Borrower Party, the Guarantor or any Named Principal under the Loan Documents following such splitting, modification, componentization or other severance as compared to the respective liabilities, obligations or rights of such parties immediately prior thereto. If requested by Lenderthe Administrative Agent in writing, subject to the provisions of Section 2.04(b), the Borrower (and Borrower’s constituent members, if applicable) shall execute within two ten (210) Business Days after such request, a severance agreement, amendments to or amendments and restatements of any one or more Loan Documents, and such documentation as Lender the Administrative Agent may reasonably request to evidence and/or effectuate any such modification splitting, modification, componentization or other severance. Borrower shall not be required , all in form and substance reasonably satisfactory to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (includingEurohypo, without limitation, a change in the interest rate or Administrative Agent and the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender Agent and Lenders shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan DocumentsTransaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender Agent may (i) cause the Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one (1) or more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), in each such case, in whatever proportion and whatever priority Lender Agent determines; provided, however, in each such instance the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification. If requested by LenderAgent, Borrower (and Borrower’s 's constituent members, if applicable) shall execute within two (2) Business Days after such request, such documentation as Lender Agent may reasonably request to evidence and/or effectuate any such modification or severance. Borrower shall not be required to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 27(g) unless Lender Agent agrees to pay for such out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the interest rate Spread or the stated maturity Stated Maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender Agent and Lenders shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan DocumentsTransaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender Agent may (i) cause the Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one (1) or more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), in each such case, in whatever proportion and whatever priority Lender Agent determines; provided, however, in each such instance the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification. If requested by LenderAgent, Borrower (and Borrower’s constituent members, if applicable) shall execute within two (2) Business Days after such request, such documentation as Lender Agent may reasonably request to evidence and/or effectuate any such modification or severance; provided, however, if a mezzanine loan is to be created, the mezzanine loan shall be evidenced by mezzanine loan documents substantially in the forms delivered from Agent to Borrower prior to the date of this Agreement. Borrower shall not be required to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 27(g) unless Lender Agent agrees to pay for such out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the interest rate Spread or the stated maturity Stated Maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan DocumentsTransaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause the Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), in each such case, in whatever proportion and whatever priority Lender determines; provided, however, in each such instance the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modificationmodification and there is no change in the overall economics of the transaction as it affects Borrower. If requested by Lender, Borrower (and Borrower’s constituent members, if applicable) shall execute within two (2) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower shall not be required to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 25(g) unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the interest rate Spread or the stated maturity Stated Maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material and adverse impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant material burden on Borrower.

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan Documents), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause the Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), in each such case, in whatever proportion and whatever priority Lender determines; provided, however, in each such instance the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modification. If requested by Lender, Borrower (and Borrower’s constituent members, if applicable) shall execute within two (2) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower shall not be required to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the interest rate or the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.. 61

Severance of Loan. Lender Wxxxx Fargo shall have the right, at any time (whether prior toafter the Permitted Syndication Date with the unanimous consent of the Lenders, in connection withbut at no additional cost to the Borrower, or after any Secondary Market Transaction or for to direct the purpose of enforcing Lender’s rights and remedies under the Loan Documents)Administrative Agent, with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause the Note Notes, the Deeds of Trust and the Mortgage other Security Documents to be severed and/or split into a first two or more separate notes, deeds of trust and second other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loanloans, (iib) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure)) secured by the Deeds of Trust and the other Security Documents, (iiic) create multiple components of the Note or Notes (and allocate or reallocate the principal balance Outstanding Principal Amount of the Loan Loans amount among such componentscomponents or among the components of the Notes delivered upon the Closing Date) or (ivd) otherwise sever the Loan into two (2) or more loans secured by mortgages the Deeds of Trust and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), the other Security Documents; in each such case, in whatever proportion proportions and whatever priority Lender determinespriorities as Wxxxx Fargo may so direct in its discretion to the Administrative Agent; provided, however, that in each such instance (i) the outstanding principal balance Outstanding Principal Amount of all the Notes evidencing the Loan Loans (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) components of such Notes) immediately after the effective date of such modification splitting, modification, componentization or other severance, equals the outstanding principal balance Outstanding Principal Amount of the Loan Loans (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) the applicable component thereof) immediately prior to such modification and splitting, modification, componentization or other severance, (ii) the weighted average of the interest rates for all such Notes (or or, if applicable, components of such Notes) immediately after the effective date of such modification splitting, modification, componentization or other severance equals the interest rate of the original Note (or the applicable component thereof) immediately prior to such splitting, modification, componentization or other severance thereof, (iii) there shall be no modification of the Maturity Date, the Types of Loans available to be selected by the Borrower (provided that the Applicable Margins on the relevant Types may be modified, and may differ for each of such split, modified, componentized or otherwise severed Notes or components, so long as the restrictions set forth in clause (ii) above are not violated), the due dates for mandatory principal payments, prepayment terms, Events of Default (other than cross defaulting of any severed Notes or Security Documents) or any other modifications which would result, in the aggregate, in an increase in the economic obligations of the Borrower with respect to all Loans outstanding hereunder following such splitting, modification, componentization or other severance as compared to the obligations of the Borrower immediately prior thereto (other than changes in the interest rate or Applicable Margins which do not violate the restrictions in clause (ii) above), including, without limitation, any recourse provisions, and (iv) except for modifications which do not violate the restrictions set forth in clauses (ii) and (iii) above, such modification shall not result, in the aggregate, in an increase in any liability or obligation, or any change in any substantive rights, of the Borrower, any Borrower Party, the Guarantor or any Named Principal under the Loan Documents following such splitting, modification, componentization or other severance as compared to the respective liabilities, obligations or rights of such parties immediately prior thereto. If After the Permitted Syndication Date, if requested by Lenderthe Administrative Agent in writing, subject to the provisions of Section 2.04(b), the Borrower (and Borrower’s constituent members, if applicable) shall execute within two ten (210) Business Days after such request, a severance agreement, amendments to or amendments and restatements of any one or more Loan Documents, and such documentation as Lender the Administrative Agent may reasonably request to evidence and/or effectuate any such modification splitting, modification, componentization or other severance. Borrower shall not be required , all in form and substance reasonably satisfactory to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (includingWxxxx Fargo, without limitation, a change in the interest rate or Administrative Agent and the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan DocumentsTransaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause the Note and the Mortgage to be split into a first and second mortgage loan, (iib) create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iiic) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or ), (ivd) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), in each such casecase described in clauses (a) through (d) above, in whatever proportion and whatever priority Lender determines, and (e) modify the Loan Documents with respect to the newly created notes or components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan. Notwithstanding the foregoing, no such amendment described above shall (i) modify or amend any material economic term of the Loan, or (ii) materially increase the obligations, or decrease the rights, of Borrower under the Loan Documents; provided, however, in each such instance the outstanding principal balance of all the Notes notes evidencing the Loan (or components of such Notesnotes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes note(s) (or components of such Notesthereof) immediately after the effective date of such modification equals the interest rate of the original Note Interest Rate immediately prior to such modificationmodification (provided, however, that it is agreed that partial prepayments of principal, including resulting from a Casualty/Condemnation Prepayment may cause the weighted average Interest Rate to change over time due to the non-pro rata allocation of such prepayments between any such separate notes, participations or counterparts). If requested by Lender, Borrower (and Borrower’s constituent members, if applicable, and Guarantor) shall execute within two (2) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower At Lender’s election, each note comprising the Loan may be subject to one or more Securitizations. Lender shall not be required have the right to (A) incur modify the Note and/or Notes and any out-of-pocket expense components in connection accordance with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for 9.2 and, provided that such out modification shall comply with the terms of pocket expenses as they are incurred by Borrower (includingthis Section 9.2, without limitation, a change in the interest rate or the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrowerit shall become immediately effective.

Severance of Loan. Lender Eurohypo shall have the right, at any time (whether prior totime, in connection withbut at no additional cost to the Borrower or Co-Borrower, or after any Secondary Market Transaction or for to direct the purpose of enforcing Lender’s rights and remedies under the Loan Documents)Administrative Agent, with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause the Note Notes, the Deeds of Trust and the Mortgage other Security Documents to be severed and/or split into a first two or more separate notes, deeds of trust and second other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loanloans, (iib) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure)) secured by the Deeds of Trust and the other Security Documents, (iiic) create multiple components of the Note or Notes (and allocate or reallocate the principal balance Outstanding Principal Amount of the Loan among such componentscomponents or among the components of the Notes delivered upon the Closing Date) or (ivd) otherwise sever the Loan into two (2) or more loans secured by mortgages the Deeds of Trust and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure), the other Security Documents; in each such case, in whatever proportion proportions and whatever priority Lender determinespriorities as Eurohypo may so direct in its discretion to the Administrative Agent; provided, however, that in each such instance (i) the outstanding principal balance Outstanding Principal Amount of all the Notes evidencing the Loan (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) components of such Notes) immediately after the effective date of such modification splitting, modification, componentization or other severance, equals the outstanding principal balance Outstanding Principal Amount of the Loan (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) the applicable component thereof) immediately prior to such modification and splitting, modification, componentization or other severance, (ii) the weighted average of the interest rates for all such Notes (or or, if applicable, components of such Notes) immediately after the effective date of such modification splitting, modification, componentization or other severance equals the interest rate of the original Note (or the applicable component thereof) immediately prior to such splitting, modification, componentization or other severance thereof, (iii) there shall be no modification of the Maturity Date, the Types of Loans available to be selected by the Borrower (provided that the Applicable Margins on the relevant Types may be modified, and may differ for each of such split, modified, componentized or otherwise severed Notes or components, so long as the restrictions set forth in clause (ii) above are not violated), the due dates for mandatory principal payments, prepayment terms, Events of Default (other than cross defaulting of any severed Notes or Security Documents) or any other modifications which would result, in the aggregate, in an increase in the economic obligations of the Borrower or Co-Borrower with respect to all Loans outstanding hereunder following such splitting, modification, componentization or other severance as compared to the obligations of the Borrower or Co-Borrower immediately prior thereto (other than changes in the interest rate or Applicable Margins which do not violate the restrictions in clause (ii) above), including, without limitation, any recourse provisions, and (iv) except for modifications which do not violate the restrictions set forth in clauses (ii) and (iii) above, such modification shall not result, in the aggregate, in an increase in any liability or obligation, or any change in any substantive rights, of the Borrower, the Co-Borrower, any Borrower Party or any Named Principal under the Loan Documents following such splitting, modification, componentization or other severance as compared to the respective liabilities, obligations or rights of such parties immediately prior thereto. If requested by Lenderthe Administrative Agent in writing, subject to the provisions of Section 2.04(b), the Borrower (and Borrower’s constituent members, if applicable) shall execute within two ten (210) Business Days after such request, a severance agreement, amendments to or amendments and restatements of any one or more Loan Documents, and such documentation as Lender the Administrative Agent may reasonably request to evidence and/or effectuate any such modification splitting, modification, componentization or other severance. Borrower shall not be required , all in form and substance reasonably satisfactory to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (includingEurohypo, without limitation, a change in the interest rate or Administrative Agent and the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.

Severance of Loan. Lender Lender, without in any way limiting Lender’s other rights hereunder, shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan DocumentsTransaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause the Note and the Mortgage Pledge to be split into a first and second mortgage loan, (iib) create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iiic) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or ), (ivd) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior mezzanine loan/junior mezzanine loan structure), in each such casecase described in clauses (a) through (d) above, in whatever proportion and whatever priority Lender determines, and (e) modify the Loan Documents with respect to the newly created notes or components of the Note such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan. Notwithstanding the foregoing, no such amendment described above shall (i) modify or amend any material economic term of the Loan, or (ii) materially increase the obligations, or decrease the rights, of Borrower under the Loan Documents; provided, however, in each such instance the outstanding principal balance of all the Notes notes evidencing the Loan (or components of such Notesnotes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes note(s) (or components of such Notesthereof) immediately after the effective date of such modification equals the interest rate of the original Note Interest Rate immediately prior to such modificationmodification (provided, however, that it is agreed that partial prepayments of principal, including resulting from a Liquidation Event may cause the weighted average Interest Rate to change over time due to the non-pro rata allocation of such prepayments between any such separate notes, participations or counterparts). If requested by Lender, Borrower (and Borrower’s constituent members, if applicable, and Guarantor) shall execute within two (2) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower At Lender’s election, each note comprising the Loan may be subject to one or more Securitizations. Lender shall not be required have the right to (A) incur modify the Note and/or Notes and any out-of-pocket expense components in connection accordance with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for 10.2 and, provided that such out modification shall comply with the terms of pocket expenses as they are incurred by Borrower (includingthis Section 10.2, without limitation, a change in the interest rate or the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrowerit shall become immediately effective.

Severance of Loan. Lender shall have the right, at no expense to Borrower or Operating Tenant, at any time (whether prior to, in connection with, or after any Secondary Market Transaction or for the purpose of enforcing Lender’s rights and remedies under the Loan DocumentsTransaction), with respect to all or any portion of the Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause the Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of the Note or Notes (and allocate or reallocate the principal balance of the Loan among such components) or (iv) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower (i.e., a senior loan/mezzanine loan structure)mortgages, in each such case, in whatever proportion and whatever priority Lender determines; provided, however, in each such instance (A) the outstanding principal balance of all the Notes evidencing the Loan (or components of such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately prior to such modification and the weighted average of the interest rates for all such Notes (or components of such Notes) immediately after the effective date of such modification equals the interest rate of the original Note immediately prior to such modificationmodification and (B) provided no Event of Default is continuing, Borrower shall have the option to require that the components of the Loan be structured such that permitted prepayments (voluntary or involuntary) shall not result in any “rate creep”. If requested by Lender, Borrower Borrower, Operating Tenant (and Borrower’s and Operating Tenant’s constituent members, if applicable,) and Guarantor shall at no expense to Borrower or Operating Tenant execute within two seven (27) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower shall not be required to (A) incur any out-of-pocket expense in connection with any action taken pursuant to this Section 9.1.8 unless Lender agrees to pay for such out of pocket expenses as they are incurred by Borrower (including, without limitation, a change in the interest rate or the stated maturity of the Loan), (B) agree to a modification of any Loan Document that would have a material impact upon the rights, liabilities, or responsibilities of Borrower, or (C) take any actions that would impose a significant burden on Borrower.