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. 61

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 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 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 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 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 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 (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 Borrower. 61it shall become immediately effective.