Common use of Severance Documentation Clause in Contracts

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided that (A) the outstanding principal balance of all Components in the aggregate immediately after the effective date of such modification equals the outstanding principal balance immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate immediately after the effective date of such modification equals the weighted average interest rate of the original Components immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, Loan the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided that (A) the outstanding principal balance of all Components in the aggregate immediately after the effective date of such modification equals the outstanding principal balance immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate immediately after the effective date of such modification equals the weighted average interest rate of the original Components immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors Guarantor shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors Guarantor under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require the Borrower (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or NotesNotes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))), or make any other change to the Loan, Loan the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , and/or (ii) in conjunction with, and with the corresponding agreement of, the applicable Mezzanine Lenders, “resize” the Loan and the Original Mezzanine Loan to revise the interest rates for the Loan and the Original Mezzanine Loan, reallocate the principal balances of the Loan and the Original Mezzanine Loan and/or increasing or decreasing the monthly debt service payments for the Loan and the Original Mezzanine Loan (such resizing under this clause (ii), a “Resizing”), provided that that, subject to Section 9.3.2, (A) the outstanding principal balance of all Components (together with, in the case of a Resizing, the outstanding principal balance of the Original Mezzanine Loan subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Original Mezzanine Loan subject to such Resizing) immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Original Mezzanine Loan subject to such Resizing) immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Original Mezzanine Loan subject to such Resizing) immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) or the Original Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors any Guarantor under the Loan Documents, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mezzanine Loan, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunderhereunder but subject to the other provisions of this Section 9.3.1, in its sole and absolute discretion, shall have the right, at any time time, by written notice to Borrower (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loana “Componentization Notice”), to require Borrower (at Lender’s expenseno cost to Borrower, except as expressly set forth in Section 9.4) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or NotesNotes (“Note Components”), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components of the Note or NotesComponents, revising revise the interest rate for each Note Component, reallocating reallocate the principal balances of the Notes and/or the Note Components, increasing increase or decreasing decrease the monthly debt service payments for each Note Component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , provided that (Aa) the outstanding principal balance Outstanding Principal Balance of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance immediately prior to such modification, (Bb) the initial weighted average of the interest rates for all Components in the aggregate immediately components at all times from and after the effective date of such modification equals (including after the occurrence of an Event of Default and as the result of an application of Net Proceeds pursuant to Section 2.4.3) shall equal the interest rate of the original Note immediately prior to such modification and (c) the other terms and provisions of each of the component notes shall be identical in substance to the terms and provisions of the Loan Documents. Borrower shall be treated as the obligor with respect to each of the Note Components, and Borrower acknowledges that each Note Component may be individually beneficially owned by a separate Person. The Note Components need not be represented by separate physical Notes, but if requested by Lender, each Note Component shall be represented by a separate physical Note, in which case Borrower shall execute and return to Lender each such Note promptly following Borrower’s receipt of an execution copy thereof. Prepayments of principal on the Loan, including as a result of an Event of Default or an application of Net Proceeds pursuant to Section 2.4.3 of this Agreement, may not increase the weighted average interest rate of the original Components immediately prior Note Components. Notwithstanding the foregoing, in no event shall Lender be entitled to such modification, (C) no principal amortization of restructure the Loan (or in a manner that creates any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effectivemezzanine loans.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, Lender shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , provided that (A) the outstanding principal balance Outstanding Principal Balance of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.4 and, provided that such modification shall comply with the terms of this Section 9.39.4, it shall become immediately effective. If requested by Lender, Borrowers shall promptly execute an amendment to the Loan Documents to evidence any such modification; provided that Borrowers shall not be required to modify or amend any Loan Document if such modification or amendment would (A) change the interest rate, the stated maturity or the amortization of principal as set forth herein or in the Note, or (B) modify or amend any other material term of the Loan adverse to Borrowers. Borrower shall not be required to pay any costs or expenses incurred by Lender in connection with any modification of the Loan pursuant to this Section 9.4.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the LoanTransaction), to require Borrower (at Lender’s expense) to execute and deliver “component” notes and/or one or more substitute notes evidencing the portion of the Loan held by a particular Lender (including certificating existing uncertificated and the term “componentNote” notes) as used in this Agreement and in all the other Loan Documents shall include all such component notes and/or substitute notes but shall exclude any Note replaced by the same), and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e.e.g., an A/B or A/B/C structure) or pari passu notes and/or one or more additional components of the Note or Notes), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing or decreasing eliminate the monthly debt service payments for each Component or eliminating the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); ) or divide the Loan into one or more pari passu) provided that that, in each case, (AI) the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modification, (CII) no principal amortization Borrower’s obligations under the Loan Documents are not increased and Borrower’s rights under the Loan Documents are not reduced, and (III) such modifications do not amend any other economic or material terms of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change a manner that is detrimental to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan DocumentsBorrower. At Lender’s election, each note comprising the Loan may be subject separately to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.5 and, provided that such modification shall comply with the terms of this Section 9.39.5, it such modification shall become immediately effective. Subject to clauses (I), (II), and (III) of this Section 9.5, if requested by Lender, Borrower shall promptly execute an amendment to the Loan Documents to evidence any such modification. Additionally, at Lender’s request, Borrower shall execute such amendments to Borrower’s organizational documents as may be reasonably requested by Lender in order to effect a re-sizing of the Loan. Borrower shall (1) reasonably cooperate with all reasonable written requests of Lender in order to establish the “component” notes, and (2) execute and deliver such documents as shall be reasonably required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested, provided, however, that Borrower shall not be required to modify or amend any Loan Document in connection with the creation of any such “component” notes, modification of the Loan or other transaction contemplated by this Section 9.5 if, in each case such modification or amendment would (i) change the weighted interest rate effective immediately prior to such modification, the stated maturity date or the amortization of principal as set forth herein or in the Notes (provided that such weighted average interest rate may change after the occurrence of an Event of Default and/or the application of Net Proceeds pursuant hereto), (ii) decrease the rights or increase the obligations of Borrower or Guarantors under the Loan Documents, or (iii) modify or amend any other economic or other material term of the Loan in a manner that is detrimental to Borrower. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such written request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the LoanTransaction), to require Borrower (at Lender’s expense) to execute and deliver “component” notes and/or one or more substitute notes evidencing the portion of the Loan held by a particular Lender (including certificating existing uncertificated and the term “componentNote” notes) as used in this Agreement and in all the other Loan Documents shall include all such component notes and/or substitute notes but shall exclude any Note replaced by the same), and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate pari passu notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing or decreasing eliminate the monthly debt service payments for each Component or eliminating the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments) or divide the Loan into one or more pari passu component(s); provided that that, in each case, (Ai) the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required immediately prior to such modification, (Bii) the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modification, modification (C) no principal amortization provided that such weighted average interest rate may result in “rate creep” upon the occurrence of an Event of Default and/or the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Dateapplication of Net Proceeds pursuant hereto), (D) there shall be no change to any Stated Maturity Date and (Eiii) Borrower and Guarantors such modification or amendment shall not be required to amend any Loan Documents that would otherwise alter the rights or increase the obligations or reduce the rights of Borrower or Guarantors Guarantor under the Loan Documents, or modify or amend any other economic or other material term of the Loan in a manner that is detrimental to Borrower or Guarantor (other than to a de minimis degree). At Lender’s election, each note comprising the Loan may be subject separately to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.5 and, provided that such modification shall comply with the terms of this Section 9.39.5, it such modification shall become immediately effective. If requested by Lxxxxx, Borrower shall promptly execute an amendment to the Loan Documents to evidence any such modification. Borrower shall (1) cooperate with all reasonable requests of Lender in order to establish the “component” notes, and (2) execute and deliver such documents as shall be reasonably required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender, including, without limitation, the severance of security documents if requested; provided, however, that Borrower shall not be required to modify or amend any Loan Document in connection with the creation of any such “component” notes, modification of the Loan or other transaction contemplated by this Section 9.5 if, in each case such modification or amendment would breach any of the requirements in the foregoing clauses (i)-(iii) of this Section 9.5. In the event Bxxxxxxx fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lxxxxx, Borrower hereby absolutely and irrevocably appoints Lxxxxx as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, Loan the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided that (A) the outstanding principal balance of all Components in the aggregate immediately after the effective date of such modification equals the outstanding principal balance immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modification, (C) no additional principal amortization of the Loan (or any Components thereof) shall be required (other than payments of the Monthly Amortization Amount and repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors Guarantor shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors Guarantor under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. 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 to, after or after contemporaneously with any sale, syndication, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e.e.g., an A/B or A/B/C structure) and/or interest only notes and/or one or more additional components of the Note note or Notesnotes (including the implementation of one or more New Junior Mezzanine Loans (in accordance with Section 9.3.2 below)), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note notes or Notesnotes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the interest and/or principal balances of the Notes notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component, reallocate the interest and/or principal balance of the Loan and the New Junior Mezzanine Loan, increase or eliminating decrease the Component monthly debt service payments between the Loan and the New Junior Mezzanine Loan, or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , in which case Lender may adjust Schedule VIII to reflect such modification(s), provided that (Ai) the outstanding principal balance Outstanding Principal Balance of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance immediately prior to such modification, modification and (Bii) the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components notes immediately prior to such modification, (C) no it being acknowledged that partial prepayments of principal amortization may cause the weighted average interest rate to change over time due to the non pro rata allocation of the Loan (such prepayments between any such separate notes, loans, participations or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documentscomponents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Lender shall have the right to modify the Note note and/or Notes notes and any Components components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require the Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or NotesNotes (including the implementation of a mezzanine loan structure), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , provided that (A) the outstanding principal balance Outstanding Principal Balance of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.4 and, provided that such modification shall comply with the terms of this Section 9.39.4, it shall become immediately effective. If requested by Lender, Borrower shall promptly execute an amendment to the Loan Documents to evidence any such modification. Borrower shall (1) cooperate with all reasonable requests of Lender in order to establish the “component” notes, and (2) execute and deliver such documents as shall be required by Lender and any Rating Agency in connection therewith, all in form and substance satisfactory to Lender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after expiration of ten (10) Business Days after notice thereof.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, Loan the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided that (A) the outstanding principal balance of all Components in the aggregate immediately after the effective date of such modification equals the outstanding principal balance immediately prior to such modification, (B) the initial weighted average of the interest rates rate for all Components in the aggregate immediately after the effective date of such 120 modification equals the weighted average interest rate of the original Components immediately prior to such modificationmodification and such interest rates remain determined by reference to LIBOR plus a Component Spread, (C) no principal amortization of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors Guarantor shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors Guarantor under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower or Leasehold Pledgor (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, Loan or the Note or Components including but not limited to: reducing the number of Components components of the Note or Notes, revising the interest rate for each Componentcomponent, reallocating the principal balances of the Notes and/or the Componentscomponents, increasing or decreasing the monthly debt service payments for each Component component or eliminating the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , and/or (ii) in conjunction with, and with the corresponding agreement of, the Mortgage Lender and Lender, “resize” the Loan and the Mortgage Loan to revise the interest rates for the Loan and the Mortgage Loan, reallocate the principal balances of the Loan and the Mortgage Loan and/or increasing or decreasing the monthly debt service payments for the Loan and the Mortgage Loan (such resizing under this clause (ii), a “Resizing”), provided that that, subject to Section 9.3.2, (A) the Outstanding Principal Balance of the Loan, or of all components of the Loan if it is componentized (together with, in the case of a Resizing, the outstanding principal balance of all Components the Mortgage Loan subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Mortgage Loan subject to such Resizing) immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components components of the Loan in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan subject to such Resizing) immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Mortgage Loan subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (I) any voluntary prepayment of the Mortgage Loan permitted by the terms of this Agreement, (II) any prepayment during the continuance of an Event of Default or resulting from a Casualty or Condemnation, and (III) any voluntary prepayment of any portion of the Loan, (C) no principal amortization of the Loan (or any Components components thereof) or the Mortgage Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower Borrower, Leasehold Pledgor and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower Borrower, Leasehold Pledgor or Guarantors any Guarantor under the Loan DocumentsDocuments other than to a de minimis extent, and provided, further, that in all events the aggregate principal balance of the Loan and the Mortgage Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Mortgage Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Mortgage Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Mortgage Loan, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any Approved Mezzanine Loan.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require the Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or NotesNotes (including the implementation of a mezzanine loan structure), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , provided that (Ai) the outstanding principal balance Outstanding Principal Balance of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance immediately prior to such modification, (Bii) the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modification, and (Ciii) no principal amortization such transaction does not have material and adverse effect on Borrower, Sole Member or Guarantor (it being understood and agreed, however, that the actual structuring of such transaction [e.g., participation or Securitization of all or a portion of the Loan (Loan, the creation of an A/B or A/B/C structure, the creation of a mezzanine structure, etc.], in and of itself, shall in no way be deemed to have a material and adverse effect on any Components thereof) shall be required (other than repayment in full on the Maturity Datesuch Person), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.4 and, provided that such modification shall comply with the terms of this Section 9.39.4, it shall become immediately effective. If requested by Lender, Borrower shall promptly execute an amendment to the Loan Documents to evidence any such modification. Subject to the limitations described above, Borrower shall (1) cooperate with all reasonable requests of Lender in order to establish the “component” notes, and (2) execute and deliver such documents as shall be required by Lender and any Rating Agency in connection therewith, all in form and substance satisfactory to Lender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within ten (10) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Security Instrument and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after expiration of ten (10) Business Days after notice thereof.

Severance Documentation. Each Lender, without in any way limiting Lendersuch Xxxxxx’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect Transaction) at no cost and expense to all or any portion of the Loan)Borrower, except as set forth in Section 9.6, to require Borrower (at Lender’s expense) to execute and deliver “component” notes and/or one or more substitute notes evidencing the portion of the Loan held by such particular Lender (including certificating existing uncertificated and the term “componentNote” notes) as used in this Agreement and in all the other Loan Documents shall include all such component notes and/or substitute notes but shall exclude any Note replaced by the same), and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e.e.g., an A/B or A/B/C structure) or pari passu notes and/or one or more additional components of the Note or NotesNotes (specifically excluding the implementation of a mezzanine loan structure secured by a pledge of direct and indirect ownership interests, which may require the creation of additional borrower entities), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing or decreasing eliminate the monthly debt service payments for each Component or eliminating the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments) or divide the Loan into one or more pari passu or mortgage component(s); , provided that that, in each case, (AI) the outstanding principal balance of all Components in Outstanding Principal Balance and the aggregate monthly payments required of each component immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required on each component immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate each component immediately after the effective date of such modification equals the interest rate of the applicable Note immediately prior to such modification (it being agreed that due to the differing interest rates of the Original Loan and the Aggregate Supplemental Loan, Borrower may be subject to an aggregate “rate creep” in connection with this Section 9.5. Also, prepayments or repayments of the Outstanding Principal Balance and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially pursuant to the terms hereof, starting with the most senior component, and, as a result thereof, the weighted average interest rate of payable under the original Components immediately prior Loan may change), -141- (II) Borrower’s obligations and liabilities are not increased and Borrower’s rights are not reduced, in each case other than to a de minimis extent and (III) such modification, (C) no principal amortization modifications do not amend any other economic or material terms of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date)a manner that is detrimental to Borrower. Subject to Section 9.1, (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At at each Lender’s election, each note comprising the Loan may be subject separately to one or more Secondary Market Transactions. Each Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.5 and, provided that such modification shall comply with the terms of this Section 9.39.5, it such modification shall become immediately effective.. If requested by Administrative Agent, Xxxxxxxx shall promptly execute an amendment to the Loan Documents that is consistent with this Section 9.5 to evidence any such modification. Additionally, at Administrative Agent’s request (on behalf of any Lender), Borrower shall execute such amendments to Borrower’s organizational documents as may be reasonably requested by any Lender in order to effect a re-sizing of the Loan; provided that any such amendment does not increase the obligations or liabilities of Borrower or decrease any rights of Borrower other than to a de minimis extent. Borrower shall (1) use commercially reasonable efforts to cooperate with all reasonable written requests of any Lender in order to establish the “component” notes, and (2) execute and deliver such documents as shall be reasonably required by Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to Borrower and Administrative Agent and the requesting Lender, including, without limitation, the severance of security documents if requested, provided, however, that Borrower shall not be required to modify or amend any Loan Document in connection with the creation of any such “component” notes, modification of the Loan or other transaction contemplated by this Section 9.5 if, in each case such modification or amendment would (i) change the weighted interest rate effective immediately prior to such modification, the stated maturity date or the amortization of principal as set forth herein or in the Notes (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.5, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (ii) alter the rights or increase the obligations or liabilities of Borrower or Guarantor under the Loan Documents other than to a de minimis extent, or (iii) modify or amend any other economic or other material term of the Loan in a manner that is detrimental to Borrower. In the event Xxxxxxxx fails to respond to a request to execute and deliver such documents to a Lender within ten (10) Business Days following such written request by such Xxxxxx, Borrower hereby absolutely and irrevocably appoints any such Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. In connection with any Secondary Market Transaction, Lenders may enter into one or more agreements among themselves (each such agreement, a “Co-Lender Agreement”) pertaining to the distribution and application of payments and collections among the Lenders and the duties and obligations of Administrative Agent to the Lenders, including the obligations of Administrative Agent to obtain consent from the Lenders with respect to actions and decisions. In the event of any conflict between this Agreement and a Co-Lender Agreement pertaining to such matters, the Co- Lender Agreement shall control; provided that no Co-Lender Agreement shall increase any obligations or adversely affect any rights of Borrower other than to a de minimis extent. Lenders and Administrative Agent shall have no obligation to disclose any Co-Lender Agreement to -142- Borrower, and Borrower shall not be an intended beneficiary of or otherwise entitled to enforce any Co-Lender Agreement. Section 9.6

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower or Leasehold Pledgor (at Lender’s expense) to execute and deliver (i) “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or NotesNotes (including the implementation of a New Junior Mezzanine Loan (in accordance with Section 9.3.2 below)), or make any other change to the Loan, Loan or the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Componentthe Note, reallocating the principal balances of the Notes and/or the ComponentsNotes, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , and/or (ii) in conjunction with, and with the corresponding agreement of, the Mortgage Lender and Lender, “resize” the Loan and the Mortgage Loan to revise the interest rates for the Loan and the Mortgage Loan, reallocate the principal balances of the Loan and the Mortgage Loan and/or increasing or decreasing the monthly debt service payments for the Loan and the Mortgage Loan (such resizing under this clause (ii), a “Resizing”), provided that that, subject to Section 9.3.2, (A) the Outstanding Principal Balance of the Loan (together with, in the case of a Resizing, the outstanding principal balance of all Components the Mortgage Loan subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Mortgage Loan subject to such Resizing) immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components the Loan in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan subject to such Resizing) immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rate of the Mortgage Loan subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (I) any voluntary prepayment that Borrower applies to the Mortgage Loan, (II) any prepayment during the continuance of an Event of Default or resulting from a Casualty or Condemnation, and (III) any voluntary prepayment of any portion of the Loan, (C) no principal amortization of the Loan (or any Components thereof) the Mortgage Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower Borrower, Leasehold Pledgor and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower Borrower, Leasehold Pledgor or Guarantors any Guarantor under the Loan DocumentsDocuments other than to a de minimis extent, and provided, further, that in all events the aggregate principal balance of the Loan and the Mortgage Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Mortgage Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Mortgage Loan, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Mortgage Loan, on a combined basis, immediately before the Resizing. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. Each Lender, without in any way limiting such Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect Transaction) at no cost and expense to all or any portion of the Loan)Borrower, except as set forth in Section 9.6, to require Borrower (at Lender’s expense) to execute and deliver “component” notes and/or one or more substitute notes evidencing the portion of the Loan held by such particular Lender (including certificating existing uncertificated and the term “componentNote” notes) as used in this Agreement and in all the other Loan Documents shall include all such component notes and/or substitute notes but shall exclude any Note replaced by the same), and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e.e.g., an A/B or A/B/C structure) or pari passu notes and/or one or more additional components of the Note or NotesNotes (including the implementation of a mezzanine loan structure secured by a pledge of direct and indirect ownership interests, which may require the creation of additional borrower entities), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents (and/or among or between the Loan and the mezzanine loan), increasing or decreasing eliminate the monthly debt service payments for each Component or eliminating the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments) or divide the Loan into one or more pari passu or mezzanine and mortgage component(s); , provided that that, in each case, (AI) the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modificationmodification (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.5, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Liquidation Proceeds After Debt Service pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (CII) no principal amortization Borrower’s obligations and liabilities are not increased and Borrower’s rights are not reduced, in each case other than to a de minimis extent and (III) such modifications do not amend any other economic or material terms of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date)a manner that is detrimental to Borrower. Subject to Section 9.1, (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At at each Lender’s election, each note comprising the Loan may be subject separately to one or more Secondary Market Transactions. Each Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.5 and, provided that such modification shall comply with the terms of this Section 9.39.5, it such modification shall become immediately effective. If requested by Administrative Agent, Borrower shall promptly execute an amendment to the Loan Documents that is consistent with this Section 9.5 to evidence any such modification. Additionally, at Administrative Agent’s request (on behalf of any Lender), Borrower shall execute such amendments to Borrower’s organizational documents as may be reasonably requested by any Lender in order to effect a re-sizing of the Loan; provided that any such amendment does not increase the obligations or liabilities of Borrower or decrease any rights of Borrower other than to a de minimis extent. Borrower shall (1) use commercially reasonable efforts to cooperate with all reasonable written requests of any Lender in order to establish the “component” notes (including any mezzanine notes), and (2) execute and deliver such documents as shall be reasonably required by Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to Borrower and Administrative Agent and the requesting Lender, including, without limitation, the severance of security documents if requested, provided, however, that Borrower shall not be required to modify or amend any Loan Document in connection with the creation of any such “component” notes, modification of the Loan or other transaction contemplated by this Section 9.5 if, in each case such modification or amendment would (i) change the weighted interest rate effective immediately prior to such modification, the stated maturity date or the amortization of principal as set forth herein or in the Notes (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.5, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Liquidation Proceeds After Debt Service pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (ii) alter the rights or increase the obligations or liabilities of Borrower or Guarantor under the Loan Documents other than to a de minimis extent, or (iii) modify or amend any other economic or other material term of the Loan in a manner that is detrimental to Borrower. In the event Borrower fails to respond to a request to execute and deliver such documents to a Lender within ten (10) Business Days following such written request by such Lender, Borrower hereby absolutely and irrevocably appoints any such Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. In connection with any Secondary Market Transaction, Lenders may enter into one or more agreements among themselves (each such agreement, a “Co-Lender Agreement”) pertaining to the distribution and application of payments and collections among the Lenders and the duties and obligations of Administrative Agent to the Lenders, including the obligations of Administrative Agent to obtain consent from the Lenders with respect to actions and decisions. In the event of any conflict between this Agreement and a Co-Lender Agreement pertaining to such matters, the Co-Lender Agreement shall control; provided that no Co-Lender Agreement shall increase any obligations or adversely affect any rights of Borrower other than to a de minimis extent. Lenders and Administrative Agent shall have no obligation to disclose any Co-Lender Agreement to Borrower, and Borrower shall not be an intended beneficiary of or otherwise entitled to enforce any Co-Lender Agreement.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, Loan the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided that (A) the outstanding principal balance Component Outstanding Principal Balance of all Components in the aggregate immediately after the effective date of such modification equals the outstanding principal balance Component Outstanding Principal Balance of all Components in the aggregate immediately prior to such modification, (B) the initial weighted average of the interest rates rate for all Components in the aggregate immediately after the effective date of such modification equals the weighted average interest rate of the original Components immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors Guarantor shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors Guarantor under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. 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 or after any sale, participation or other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or Notes), or make any other change to the Loan, the Note or Components including but not limited to: reducing the number of Components of the Note or Notes, revising the interest rate for each Component, reallocating the principal balances of the Notes and/or the Components, increasing or decreasing the 152 monthly debt service payments for each Component or eliminating the Component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); provided that (A) the outstanding principal balance of all Components in the aggregate immediately after the effective date of such modification equals the outstanding principal balance immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate immediately after the effective date of such modification equals the weighted average interest rate of the original Components immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions. Lender shall have the right to modify the Note and/or Notes and any Components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. Each Lender, without in any way limiting such Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect Transaction) at no cost and expense to all or any portion of the Loan)Borrower, except as set forth in Section 9.6, to require Borrower (at Lender’s expense) to execute and deliver “component” notes and/or one or more substitute notes evidencing the portion of the Loan held by such particular Lender (including certificating existing uncertificated and the term “componentNote” notes) as used in this Agreement and in all the other Loan Documents shall include all such component notes and/or substitute notes but shall exclude any Note replaced by the same), and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e.e.g., an A/B or A/B/C structure) or pari passu notes and/or one or more additional components of the Note or NotesNotes (including the implementation of a mezzanine loan structure secured by a pledge of direct and indirect ownership interests, which may require the creation of additional borrower entities), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents (and/or among or between the Loan and the mezzanine loan), increasing or decreasing eliminate the monthly debt service payments for each Component or eliminating the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments) or divide the Loan into one or more pari passu or mezzanine and mortgage component(s); , provided that that, in each case, (AI) the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance and the aggregate monthly payments required immediately prior to such modification, (B) the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modificationmodification (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.5, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (CII) no principal amortization Borrower’s obligations and liabilities are not increased and Borrower’s rights are not reduced, in each case other than to a de minimis extent and (III) such modifications do not amend any other economic or material terms of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date)a manner that is detrimental to Borrower. Subject to Section 9.1, (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At at each Lender’s election, each note comprising the Loan may be subject separately to one or more Secondary Market Transactions. Each Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.5 and, provided that such modification shall comply with the terms of this Section 9.39.5, it such modification shall become immediately effective. If requested by Administrative Agent, Borrower shall promptly execute an amendment to the Loan Documents that is consistent with this Section 9.5 to evidence any such modification. Additionally, at Administrative Agent’s request (on behalf of any Lender), Borrower shall execute such amendments to Borrower’s organizational documents as may be reasonably requested by any Lender in order to effect a re-sizing of the Loan; provided that any such amendment does not increase the obligations or liabilities of Borrower or decrease any rights of Borrower other than to a de minimis extent. Borrower shall (1) use commercially reasonable efforts to cooperate with all reasonable written requests of any Lender in order to establish the “component” notes (including any mezzanine notes), and (2) execute and deliver such documents as shall be reasonably required by Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to Borrower and Administrative Agent and the requesting Lender, including, without limitation, the severance of security documents if requested, provided, however, that Borrower shall not be required to modify or amend any Loan Document in connection with the creation of any such “component” notes, modification of the Loan or other transaction contemplated by this Section 9.5 if, in each case such modification or amendment would (i) change the weighted interest rate effective immediately prior to such modification, the stated maturity date or the amortization of principal as set forth herein or in the Notes (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.5, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (ii) alter the rights or increase the obligations or liabilities of Borrower or Guarantor under the Loan Documents other than to a de minimis extent, or (iii) modify or amend any other economic or other material term of the Loan in a manner that is detrimental to Borrower. In the event Borrower fails to respond to a request to execute and deliver such documents to a Lender within ten (10) Business Days following such written request by such Lender, Borrower hereby absolutely and irrevocably appoints any such Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. In connection with any Secondary Market Transaction, Lenders may enter into one or more agreements among themselves (each such agreement, a “Co-Lender Agreement”) pertaining to the distribution and application of payments and collections among the Lenders and the duties and obligations of Administrative Agent to the Lenders, including the obligations of Administrative Agent to obtain consent from the Lenders with respect to actions and decisions. In the event of any conflict between this Agreement and a Co-Lender Agreement pertaining to such matters, the Co-Lender Agreement shall control; provided that no Co-Lender Agreement shall increase any obligations or adversely affect any rights of Borrower other than to a de minimis extent. Lenders and Administrative Agent shall have no obligation to disclose any Co-Lender Agreement to Borrower, and Borrower shall not be an intended beneficiary of or otherwise entitled to enforce any Co-Lender Agreement.

Severance Documentation. 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 to, after or after contemporaneously with any sale, syndication, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require Borrower (at Lender’s expense) to execute and deliver “component” notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e.e.g., an A/B or A/B/C structure) and/or interest only notes and/or one or more additional components of the Note note or Notesnotes (including the implementation of one or more New Mezzanine Loans (in accordance with Section 9.3.2 below)), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note note or Notesnotes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the interest and/or principal balances of the Notes notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component, reallocate the interest and/or principal balance of the Loan and Mezzanine Loan, increase or eliminating decrease the Component monthly debt service payments between the Loan and the Mezzanine Loan, or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , in which case Lender may adjust Schedule X to reflect such modification(s), provided that (Ai) the outstanding principal balance Outstanding Principal Balance of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance immediately prior to such modification, modification and (Bii) the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components notes immediately prior to such modification, (C) no it being acknowledged that partial prepayments of principal amortization may cause the weighted average interest rate to change over time due to the non pro rata allocation of the Loan (such prepayments between any such separate notes, loans, participations or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documentscomponents. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Lender shall have the right to modify the Note note and/or Notes notes and any Components components in accordance with this Section 9.3 and, provided that such modification shall comply with the terms of this Section 9.3, it shall become immediately effective.

Severance Documentation. Lender, without in any way limiting Lender’s 's other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or other Secondary Market Transaction with respect to Securitization of all or any portion of the Loan), to require the Borrower (at Lender’s expense) to execute and deliver “"component” " notes (including certificating existing uncertificated “component” notes) and/or modify the Loan or the existing “component note” structure in order to create one or more senior and subordinate notes (i.e., an A/B or A/B/C structure) and/or one or more additional components of the Note or NotesNotes (including the implementation of a mezzanine loan structure), or make any other change to the Loan, the Note or Components including but not limited to: reducing reduce the number of Components components of the Note or Notes, revising revise the interest rate for each Componentcomponent, reallocating reallocate the principal balances of the Notes and/or the Componentscomponents, increasing increase or decreasing decrease the monthly debt service payments for each Component component or eliminating eliminate the Component component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments); , provided that (A) the outstanding principal balance Outstanding Principal Balance of all Components in the aggregate components immediately after the effective date of such modification equals the outstanding principal balance Outstanding Principal Balance immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for all Components in the aggregate components immediately after the effective date of such modification equals the weighted average interest rate of the original Components Note immediately prior to such modification, (C) no principal amortization of the Loan (or any Components thereof) shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or Guarantors under the Loan Documents. At Lender’s 's election, each note comprising the Loan may be subject to one or more Secondary Market TransactionsSecuritizations. Lender shall have the right to modify the Note and/or Notes and any Components components in accordance with this Section 9.3 9.4 and, provided that such modification shall comply with the terms of this Section 9.39.4, it shall become immediately effective. If requested by Lender, Borrower shall promptly execute an amendment to the Loan Documents to evidence any such modification. Borrower shall (1) cooperate with all reasonable requests of Lender in order to establish the "component" notes, and (2) execute and deliver such documents as shall be required by Lender and any Rating Agency in connection therewith, all in form and substance satisfactory to Lender and satisfactory to any Rating Agency, including, without limitation, the severance of security documents if requested. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.4 after expiration of ten (10) Business Days after notice thereof.