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), with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause either or both of the Notes 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 either or both of the Notes (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or (iv) otherwise sever the Fixed Rate Loan and/or the Floating Rate 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 Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) 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 Fixed Rate Note or Floating Rate Note (as applicable) immediately prior to such modification. 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 shall not be required to incur any out of pocket costs or expenses in connection with the foregoing (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8.

Severance of Loan. Lender 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, in connection with, or after any Secondary Market Transaction), with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause either or both of the Notes Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one or more senior and subordinate notes C (i.e., an A/B or A/B/C structure), (iii) create multiple components of either or both of the Notes Note (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or ), (iv) otherwise sever the Fixed Rate Loan and/or the Floating Rate 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 (i) through (iv) above, in whatever proportion and whatever priority Lender determines, and (v) 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 Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)such notes) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) 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 Fixed Interest Rate Note or Floating Rate Note (as applicable) immediately prior to such modification. If requested by Lender, Borrower (and Borrower’s '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 shall not be required to incur any out of pocket costs or expenses in connection with the foregoing (other than the fees and expenses of Borrower’s attorneysAt Lender's election, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of each note comprising the Loan (may be subject to one or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8more Securitizations.

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction), with respect to all or any portion of the Fixed Rate Tranche A Loan and/or the Floating Rate Tranche B Loan, to modify, split and/or sever all or any portion of the Fixed Rate Tranche A Loan and/or the Floating Rate Tranche B Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause either or both of the Notes 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 either or both of the Notes (and allocate or reallocate the principal balance of the Fixed Rate Tranche A Loan and/or the Floating Rate Tranche B Loan (as applicable) among such components) or (iv) otherwise sever the Fixed Rate Tranche A Loan and/or the Floating Rate Tranche B 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 Fixed Rate Tranche A Loan and/or the Floating Rate Tranche B Loan (as applicable) (or components of the Notes for the Fixed Rate Tranche A Loan or Floating Rate Tranche B Loan (as applicable)) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Tranche A Loan and/or the Floating Rate Tranche B Loan (as applicable) 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 Fixed Rate Tranche A Note or Floating Rate Tranche B Note (as applicable) immediately prior to such modification. 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 shall not be required to incur any out of pocket costs or expenses in connection with the foregoing (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8.. Table of Contents

Severance of Loan. At Lender’s sole cost and expense, Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction), with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause either or both of the Notes Note and the Mortgage Mortgages 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 either the Note or both of the Notes (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or (iv) otherwise sever the Fixed Rate Loan and/or the Floating Rate Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower the Borrowers (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 instance, the outstanding principal balance of all the Notes evidencing the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) 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 Fixed Rate Note or Floating Rate Note (as applicable) immediately prior to such modificationmodification and no such separation of the Note into multiple notes or components shall result in any actual or potential increase in the effective interest rate on the Loan by reason of the actual or potential disproportionate repayment of various components of the Loan (i.e., there shall be no “rate creep”). If requested by Lender, Borrower at Lender’s sole cost and expense, the Borrowers (and Borrower’s the Borrowers’ 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 ; provided such documentation does not be required to incur impose any out of pocket costs additional obligations on the Borrowers or expenses in connection with the foregoing (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations Guarantor or decrease its the Borrowers’ rights in respect of under the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8Documents.

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market TransactionSecuritization), with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter providedin accordance with this Section 9.7. Without limiting the foregoing, Lender may (i) cause either or both of the Notes 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 either the Note or both of the Notes (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or (iv) otherwise sever the Fixed Rate Loan and/or the Floating Rate 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 (a) the outstanding principal balance of all the Notes evidencing the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) immediately prior to such modification and modification, (b) 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 Fixed Rate Note or Floating Rate Note (as applicable) immediately prior to such modification, (c) each payment (including, without limitation, scheduled amortization and partial prepayments) of the Loan after the effective date of such modification shall be applied to pay down the Notes pro rata in proportion to their original principal amounts, and (d) there shall be no change, modification or amendment of the transaction or the Loan Documents adverse to Borrower, Principal or Guarantor (other than an adverse change which is insignificant). 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 shall not be required to incur any out of pocket costs or expenses severance in connection accordance with the foregoing (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.89.7.

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction), with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause either the Note and one or both more of the Notes and 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 either the Note or both of the Notes (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or (iv) otherwise sever the Fixed Rate Loan and/or the Floating Rate 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 Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) 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 Fixed Rate Note or Floating Rate Note (as applicable) 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 incur any out of pocket costs or expenses cooperate with Lender in connection with the foregoing (other than the fees exercise of its rights under this Section 17.08, which cooperation shall be at no cost or expense to Lender, provided that all costs and expenses of Borrower for which Lender shall be responsible hereunder shall have been reasonably incurred by Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8.

Severance of Loan. Lender shall have the right, at any time (whether prior to, in connection with, or after any Secondary Market Transaction), with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause either or both of the Notes 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 either the Note or both of the Notes (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or (iv) otherwise sever the Fixed Rate Loan and/or the Floating Rate 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 Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) 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 Fixed Rate Note or Floating Rate Note (as applicable) immediately prior to such modification. If requested by Lender, Borrower (and Borrower’s constituent members, if applicable, and Guarantor) shall 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 incur any out of pocket costs or expenses in connection with the foregoing (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8. Notwithstanding any severance of the Loan into an A/B or A/B/C structure, Lender hereby acknowledges and agrees that Borrower shall only be obligated to obtain any consent and/or approval required under the Loan Documents from, and deliver any notice, financial reports or other items as required under the Loan Documents to, one (1) Person acting as agent designated by Lender, in its sole discretion.

Severance of Loan. Lender Eurohypo shall have the right, at any time (whether prior towith the unanimous consent of the Lenders, in connection withbut at no additional cost to the Borrower, or after any Secondary Market Transaction)to direct the Administrative Agent, with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause either or both the Notes, the Deeds of the Notes 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 either or both of the Notes (and allocate or reallocate the principal balance Outstanding Principal Amount of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) Loans amount among such componentscomponents or among the components of the Notes delivered upon the Closing Date) or (ivd) otherwise sever the Fixed Rate Loan and/or the Floating Rate 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 Fixed Rate Loan and/or the Floating Rate Loan (as applicable) Loans (or (in any case involving the splitting, modification, componentization or other severance of any previously-split, componentized or severed Note) components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)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 Fixed Rate Loan and/or Loans (or (in any case involving the Floating Rate Loan (as applicablesplitting, 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 Fixed Rate Note or Floating Rate Note (as applicableor 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, and Guarantor) 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 incur any out of pocket costs or expenses in connection with Eurohypo, the foregoing (other than Administrative Agent and the fees and expenses of Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8.

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), at Borrower’s sole cost and expense, with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause either or both of the Notes 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, provided that any mezzanine borrower under such a structure shall be newly formed at the time of such transaction), (iiic) create multiple components of either or both of the Notes Note (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or ), (ivd) otherwise sever the Fixed Rate Loan and/or the Floating Rate 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 Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)such notes) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) 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 Fixed Interest Rate Note or Floating Rate Note (as applicable) 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 five (25) 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 incur any out of pocket costs or expenses in connection with the foregoing (other than the fees and expenses of BorrowerAt Lender’s attorneyselection, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of each note comprising the Loan (may be subject to one or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8.more

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), with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (ia) cause either or both of the Notes Note and the Mortgage Mortgages 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 either the Note or both of the Notes (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or ), (ivd) otherwise sever the Fixed Rate Loan and/or the Floating Rate Loan into two (2) or more loans secured by mortgages and by a pledge of partnership or membership interests (directly or indirectly) in Borrower Borrowers (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 or Notes 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 any Borrower under the Loan Documents; provided, however, in each such instance the outstanding principal balance of all the Notes notes evidencing the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)such notes) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) 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 Fixed Interest Rate Note or Floating Rate Note (as applicable) 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 Borrowers (and Borrower’s Borrowers' 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 incur modify the Note and/or Notes and any out of pocket costs or expenses components in connection accordance with this Section 9.2 and, provided that such modification shall comply with the foregoing (other than the fees and expenses terms of Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.89.2, Borrower it shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8become immediately effective.

Severance of Loan. Lender shall have the right, at no out-of-pocket cost to Borrower (other than the fees and expenses of Borrower’s attorneys, accountants and consultants), at any time (whether prior to, in connection with, or after any Secondary Market Transaction), with respect to all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan, to modify, split and/or sever all or any portion of the Fixed Rate Loan and/or the Floating Rate Loan as hereinafter provided. Without limiting the foregoing, Lender may (i) cause either or both of the Notes Note and the Mortgage to be split into a first and second mortgage loan, (ii) create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure), (iii) create multiple components of either the Note or both of the Notes (and allocate or reallocate the principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) among such components) or (iv) otherwise sever the Fixed Rate Loan and/or the Floating Rate 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 Fixed Rate Loan and/or the Floating Rate Loan (as applicable) (or components of the Notes for the Fixed Rate Loan or Floating Rate Loan (as applicable)such Notes) immediately after the effective date of such modification equals the outstanding principal balance of the Fixed Rate Loan and/or the Floating Rate Loan (as applicable) 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 Fixed Rate Note or Floating Rate Note (as applicable) immediately prior to such modification. If requested by Lender, Borrower (and Borrower’s constituent members, if applicable, and Guarantor) shall execute within two five (25) Business Days after such request, such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. Borrower , provided that no such severance shall not be required to incur result in any out of pocket costs economic change in the transaction or expenses in connection with the foregoing (other than the fees and expenses of increase Borrower’s attorneys, accountants and consultants) or to reduce its rights or increase its obligations or decrease its rights in respect of under the Loan (or any portion thereof). Notwithstanding anything to the contrary contained in this Section 9.1.8, Borrower shall not be required to incur any out-of-pocket expenses (other than the fees and expenses of Borrower’s attorneys, accountants and consultants) in the performance of its obligations under this Section 9.1.8Documents.