Common use of Severance of Loan Clause in Contracts

Severance of Loan. Eurohypo shall have the right, at any time, but at no additional cost to the Borrower, to direct the Administrative Agent, with respect to all or any portion of the Loan, to (a) cause the Notes, the Deeds of Trust and the other Security Documents to be severed and/or split into two or more separate notes, deeds of trust and other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loans, (b) 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, (c) create multiple components of the Notes (and allocate or reallocate the Outstanding Principal Amount of the Loan among such components or among the components of the Notes delivered upon the Closing Date) or (d) otherwise sever the Loan into two or more loans secured by the Deeds of Trust and the other Security Documents; in each such case, in whatever proportions and priorities as Eurohypo may so direct in its discretion to the Administrative Agent; provided, however, that in each such instance (i) the 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 splitting, modification, componentization or other severance, equals the 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 splitting, modification, componentization or other severance, (ii) the weighted average of the interest rates for all such Notes (or, if applicable, components of such Notes) immediately after the effective date of such 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 140 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 the Administrative Agent in writing, subject to the provisions of Section 2.04(b), the Borrower shall execute within ten (10) 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 the Administrative Agent may reasonably request to evidence and/or effectuate any such splitting, modification, componentization or other severance, all in form and substance reasonably satisfactory to Eurohypo, the Administrative Agent and the Borrower.

Severance of Loan. Eurohypo shall have the right, at any time, but at no additional cost to the Borrower or the Westwood Place Borrower, to direct the Administrative Agent, with respect to all or any portion of the LoanLoans to the Borrower or the Loans to the Westwood Place Borrower, respectively, to (a) cause the Notes, the Deeds of Trust and the other Security Documents made by such Person, to be severed and/or split into two or more separate notes, deeds of trust and other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loans, (b) create one or 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 DocumentsDocuments applicable to such Loans, (c) create multiple components of the Notes (and allocate or reallocate the Outstanding Principal Amount of the Loan Loans to the Borrower or the Loans to the Westwood Place Borrower, respectively, among such components or among the components of the Notes made by such Person, delivered upon the Closing Date) or (d) otherwise sever the Loan Loans to the Borrower or the Loans to the Westwood Place Borrower, respectively, into two or more loans secured by the applicable Deeds of Trust and the other Security Documents; in each such case, in whatever proportions and priorities as Eurohypo may so direct in its discretion to the Administrative Agent; provided, however, that in each such instance (i) the Outstanding Principal Amount of all the Notes evidencing the Loan Loans to the Borrower or the Loans to the Westwood Place Borrower, respectively (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 splitting, modification, componentization or other severance, equals the Outstanding Principal Amount of the applicable 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 splitting, modification, componentization or other severance, (ii) the weighted average of the interest rates for all such Notes (or, if applicable, components of such Notes) immediately after the effective date of such 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 or the Westwood Place 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 or Westwood Place Events of Default (other than cross defaulting of any severed Notes or Security Documents, but not so as to cross default the Borrower’s Defaults or Events of Default with those of the Westwood Place Borrower) or any other modifications which would result, in the aggregate, in an increase in the economic obligations of the Borrower or the Westwood Place Borrower with respect to all Loans to such Person outstanding 140 hereunder following such splitting, modification, componentization or other severance as compared to the obligations of the Borrower or the Westwood Place Borrower immediately prior thereto (other than changes in the interest rate or Applicable Margins which do not violate the restrictions in 168 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 the Administrative Agent in writing, subject to the provisions of Section 2.04(b), the Borrower or the Westwood Place Borrower shall execute within ten (10) Business Days after such request, a severance agreement, amendments to or amendments and restatements of any one or more Loan DocumentsDocuments to which such Person is a party, and such documentation as the Administrative Agent may reasonably request to evidence and/or effectuate any such splitting, modification, componentization or other severance, all in form and substance reasonably satisfactory to Eurohypo, the Administrative Agent and the Borrower or the Westwood Place Borrower, as applicable. In no event shall the Administrative Agent exercise its rights hereunder to seek to (i) cause the Westwood Place Borrower to be liable for the Obligations of the Borrower, (ii) cross-default or cross-collateralize the Borrower’s obligations with those of the Westwood Place Borrower or (iii) allocate or reallocate the Outstanding Principal Amount of the Loans to the Borrower to the Loans to the Westwood Place Borrower or to allocate or reallocate the Outstanding Principal Amount of the Loans to the Westwood Place Borrower to the Loans to the Borrower.

Severance of Loan. Eurohypo shall have the right, at any time, but at no additional cost to the Borrower, to direct the Administrative Agent, with respect to all or any portion of the Loan, to (a) cause the Notes, the Deeds of Trust and the other Security Documents to be severed and/or split into two or more separate notes, deeds of trust and other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loans, (b) 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, (c) create multiple components of the Notes (and allocate or reallocate the Outstanding Principal Amount of the Loan Loans plus Unused Commitments amount among such components or among the components of the Notes delivered upon the Closing Date) or (d) otherwise sever the Loan into two or more loans secured by the Deeds of Trust and the other Security Documents; in each such case, in whatever proportions and priorities as Eurohypo may so direct in its discretion to the Administrative Agent; provided, however, that in each such instance (i) the Outstanding Principal Amount of the Loans plus Unused Commitments 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 splitting, modification, componentization or other severance, equals the Outstanding Principal Amount of the Loan Loans plus Unused Commitments amount of all the Notes (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 splitting, modification, componentization or other severance, (ii) the weighted average of the interest rates for all such Notes (or, if applicable, components of such Notes) immediately after the effective date of such 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 140 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 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 the Administrative Agent in writing, subject to the provisions of Section 2.04(b), the Borrower shall execute within ten (10) 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 the Administrative Agent may reasonably request to evidence and/or effectuate any such splitting, modification, componentization or other severance, all in form and substance reasonably satisfactory to Eurohypo, the Administrative Agent and the Borrower.

Severance of Loan. Eurohypo shall have the right, at any timetime with the unanimous consent of the Lenders, but at no additional cost to the Borrower, to direct the Administrative Agent, with respect to all or any portion of the Loan, to (a) cause the Notes, the Deeds of Trust and the other Security Documents to be severed and/or split into two or more separate notes, deeds of trust and other security agreements, so as to evidence and secure one or more senior and subordinate mortgage loans, (b) 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, (c) create multiple components of the Notes (and allocate or reallocate the Outstanding Principal Amount of the Loan Loans amount among such components or among the components of the Notes delivered upon the Closing Date) or (d) otherwise sever the Loan into two or more loans secured by the Deeds of Trust and the other Security Documents; in each such case, in whatever proportions and priorities as Eurohypo may so direct in its discretion to the Administrative Agent; provided, however, that in each such instance (i) the 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 splitting, modification, componentization or other severance, equals the 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 splitting, modification, componentization or other severance, (ii) the weighted average of the interest rates for all such Notes (or, if applicable, components of such Notes) immediately after the effective date of such 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 140 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 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 the Administrative Agent in writing, subject to the provisions of Section 2.04(b), the Borrower shall execute within ten (10) 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 the Administrative Agent may reasonably request to evidence and/or effectuate any such splitting, modification, componentization or other severance, all in form and substance reasonably satisfactory to Eurohypo, the Administrative Agent and the Borrower.