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 Securitization of all or any portion of the Loan), to require Borrower (at no material cost to Borrower) to (i) execute and deliver “component” notes and/or modify the Loan 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, reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, increase or decrease the monthly debt service payments for each component 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) and/or (ii) in conjunction with, and with the corresponding agreement of, Mortgage Lender and/or each Mezzanine Lender, as applicable, “resize” the Loan, the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s), reallocate the principal balances of the Loan, the Mortgage Loan and any other Mezzanine Loan(s) and/or increase or decrease the monthly debt service payments for the Loan, the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”, any of the foregoing under clauses (i) or (ii) above, a “Bifurcation”); provided that (a) the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and the other Mezzanine Loans) 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 and the other Mezzanine Loans) immediately prior to such modification and the weighted average of the interest rates for all components (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately prior to such modification, (b) the obligations of Borrower shall not be materially increased hereby, and (c) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made in connection with a Casualty or Condemnation) shall not, provided no Event of Default is then continuing, result in any “rate creep”.

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 Securitization of other Secondary Market Transaction with respect to all or any portion of the Loan), to require the Borrower (at no material cost to BorrowerLender’s expense) to execute and deliver (i) execute and deliver “component” notes and/or modify the Loan 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 Junior Mezzanine Loans (in accordance with Section 9.3.2 below)), reduce or make any other change to the Loan or the Note Mezzanine Loan Agreement including but not limited to: reducing the number of components of the Note or Notes, revise revising the interest rate for each component, reallocate reallocating the principal balances of the Notes and/or the components, increase increasing or decrease decreasing the monthly debt service payments for each component or eliminate 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/or each Mezzanine and Lender, as applicable, “resize” the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s)Mortgage Loan, reallocate the principal balances of the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) and/or increase increasing or decrease decreasing the monthly debt service payments for the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”), any of the foregoing under clauses provided that, subject to Section 9.3.2, (i) or (ii) above, a “Bifurcation”); provided that (aA) 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 the Mortgage Loan and subject to such Resizing) in the other Mezzanine Loans) aggregate immediately after the effective date of such modification equals the Outstanding Principal Balance outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately prior to such modification and modification, (B) the initial weighted average of the interest rates for all components of the Loan in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately prior to such modification, (bC) no principal amortization of the obligations of Loan (or any 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 and Guarantors shall not be materially increased herebyrequired to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents, and (c) such “component” notes 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 senior Notes and subordinate notes shall be structured such that permitted prepayments (other than prepayments made any Components in connection accordance with a Casualty or Condemnation) shall notthis Section 9.3 and, provided no Event that such modification shall comply with the terms of Default is then continuingthis Section 9.3, result in it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any “rate creep”Approved Mezzanine Loan.

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 Securitization Secondary Market Transaction in respect of all or any portion of the Loan), to require Borrower modify, split and/or sever the Loan one or more times in order to (at no material cost to Borrowera) to create (i) execute and deliver “component” notes and/or modify the Loan in order to create one or more new loans (including first and second mortgage loans), (ii) one or more new notes (including senior and subordinate junior notes (i.e., an A/B or and A/B/C structure)), (iii) and/or one or more additional multiple components of the Note or NotesNotes and/or (iv) one or more mezzanine loans (a “New Mezzanine Loan”) (including amending Borrowers’ organizational structure and the organizational documents of Borrowers and its direct and indirect shareholders, partners, members and non-member managers to provide for one or more mezzanine borrowers), (b) reduce the number of components of the Note or Notesloans, notes and/or components, (c) revise the interest rate for each componentrates of the loans, notes and/or components, (d) allocate and reallocate the principal balances of the Notes loans, notes and/or the components, (e) increase or decrease the monthly debt service payments for each component or the loans, notes and/or components, (f) eliminate the multiple loan, note and/or 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, Mortgage Lender and/or each Mezzanine Lender, as applicable, “resize” the Loan, the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s), reallocate the principal balances of the Loan, the Mortgage Loan and any other Mezzanine Loan(s) and/or increase or decrease the monthly debt service payments for the Loan, the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”, any of the foregoing under clauses (i) or (iig) aboveotherwise achieve the optimum execution for a Secondary Market Transaction; provided, a “Bifurcation”); however, that in modifying, splitting and/or severing the Loan as provided that above (a1) Borrowers shall not be required to modify the Stated Maturity Date, (2) the aggregate principal amount of all such loans, notes and/or components shall, on the date created, equal the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and the other Mezzanine Loans) 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 and the other Mezzanine Loans) immediately prior to the creation of such modification and loans, notes and/or components, (3) the weighted average interest rate of all such loans, notes and/or components shall, on the interest rates for all components (when aggregateddate created, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately after the effective date of such modification equals equal the interest rate of applicable to the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately prior to the creation of such loans, notes and/or components (except that the weighted average interest rate may subsequently increase due to the effect of amortization and/or in connection with prepayments made in accordance with Section 2.7 hereof or following a Casualty, Condemnation or Event of Default), (4) the scheduled debt service payments on all such loans, notes and/or components shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to the creation of such loans, notes and/or components. At Lender’s election, each note comprising the Loan may be subject to one or more Secondary Market Transactions, and (5) Borrowers’ and Guarantor’s obligations and liabilities under the Loan Documents and Lender’s rights and remedies under the Loan Documents shall not be increased in any material respect and Borrowers’ and Guarantor’s rights and remedies under the Loan Documents and Lender’s obligations and liabilities under the Loan Documents shall not be decreased in any material respect. Lender shall have the right to modify, split and/or sever the Loan in accordance with this Section 9.3 and, provided that such modification, (b) split and/or severance shall comply with the obligations terms of this Section 9.3, it shall become immediately effective. If requested by Lender, Borrowers shall promptly execute an amendment to the Loan Documents to evidence any such modification, split and/or severance including, without limitation, an amendment to the Cash Management Agreement to reflect the newly created loans, notes and/or components, provided that such amendment shall comply with the terms of this Section 9.3. Each 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 and modification, split and/or severance as described in this Section 9.3, each Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not be materially increased hereby, and make or execute any such documents EAST\87098743.3 under such power unless any Borrower or Borrowers shall fail to execute such documents within five (c5) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made in connection with a Casualty or Condemnation) shall not, provided no Event of Default is then continuing, result in any “rate creep”Business Days after Lender’s request.

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 Securitization of other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower or Operating Lessee (at no material cost to BorrowerLender’s expense) to execute and deliver (i) 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 one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))), reduce or make any other change to the Loan, the Note or Components including but not limited to: reducing the number of components Components of the Note or Notes, revise revising the interest rate for each componentComponent, reallocate reallocating the principal balances of the Notes and/or the componentsComponents, increase increasing or decrease decreasing the monthly debt service payments for each component Component or eliminate 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, Mortgage Lender and/or each the applicable Mezzanine Lender, as applicableLenders, “resize” the Loan, the Mortgage Loan and any other the Original Mezzanine Loan(s) Loan to revise the interest rates for the Loan, the Mortgage Loan and the other Original Mezzanine Loan(s)Loan, reallocate the principal balances of the Loan, the Mortgage Loan and any other the Original Mezzanine Loan(s) Loan and/or increase increasing or decrease decreasing the monthly debt service payments for the Loan, the Mortgage Loan and any other the Original Mezzanine Loan(s) Loan (such resizing under this clause (ii), a “Resizing”), any of the foregoing under clauses provided that, subject to Section 9.3.2, (i) or (ii) above, a “Bifurcation”); provided that (aA) the Outstanding Principal Balance outstanding principal balance of all components Components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Original Mezzanine Loan and subject to such Resizing) in the other Mezzanine Loans) aggregate immediately after the effective date of such modification equals the Outstanding Principal Balance outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Mortgage Original Mezzanine Loan and the other Mezzanine Loanssubject to such Resizing) immediately prior to such modification and modification, (B) the initial weighted average of the interest rates for all components Components in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Original Mezzanine Loan and the other Mezzanine Loanssubject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Original Mezzanine Loan and the other Mezzanine Loanssubject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (bI) any voluntary prepayment that Borrower applies to the obligations Mezzanine Loan, (II) any prepayment resulting from an Event of Borrower Default, 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) 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, Operating Lessee and Guarantors shall not be materially increased herebyrequired to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower, Operating Lessee or any Guarantor under the Loan Documents other than to a di minimis extent, and (c) such “component” notes 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 senior Notes and subordinate notes shall be structured such that permitted prepayments (other than prepayments made any Components in connection accordance with a Casualty or Condemnation) shall notthis Section 9.3 and, provided no Event that such modification shall comply with the terms of Default is then continuingthis Section 9.3, result in it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any “rate creep”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 Securitization of other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower or Operating Lessee (at no material cost to BorrowerLender’s expense) to execute and deliver (i) 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 one or more New Mezzanine Loans (in accordance with Section 9.3.2 below))), reduce or make any other change to the Loan or the Note including but not limited to: reducing the number of components of the Note or Notes, revise revising the interest rate for each componentthe Note, reallocate reallocating the principal balances of the Notes and/or the componentsNotes, increase increasing or decrease decreasing the monthly debt service payments for each component or eliminate the component structure and/or the multiple eliminating 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, Mortgage Lender and/or each the applicable Mezzanine Lender, as applicableLenders, “resize” the Loan, the Mortgage Loan and any other the Mezzanine Loan(s) Loan to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s), Loans reallocate the principal balances of the Loan, the Mortgage Loan and any other the Mezzanine Loan(s) Loans and/or increase increasing or decrease decreasing the monthly debt service payments for the Loan, the Mortgage Loan and any other the Mezzanine Loan(s) Loans (such resizing under this clause (ii), a “Resizing”), any provided that, subject to Section 9.3.2, (A) the outstanding principal balance of the foregoing under clauses (i) or (ii) above, a “Bifurcation”); provided that (a) the Outstanding Principal Balance of all components Loan (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and Mezzanine Loans subject to such Resizing) in the other Mezzanine Loans) aggregate immediately after the effective date of such modification equals the Outstanding Principal Balance outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Mortgage Loan and the other Mezzanine LoansLoans subject to such Resizing) immediately prior to such modification and modification, (B) the initial weighted average of the interest rates for all components the Loan (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine LoansLoans subject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Loan and the other Mezzanine LoansLoans subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (bI) any voluntary prepayment of the obligations Mezzanine Loan permitted by the terms of Borrower shall not be materially increased herebythis Agreement, and (cII) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made in connection with 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 the Mezzanine Loans shall notbe required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower, Operating Lessee and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower, Operating Lessee or any Guarantor under the Loan Documents other than to a de minimis extent, and provided, further, that in all events the aggregate principal balance of the Loan and the Mezzanine Loans following a Resizing may not exceed the aggregate principal balance of the Loan and the Mezzanine Loans immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Mezzanine Loans, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Mezzanine Loans, 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 in accordance with this Section 9.3 and, provided no Event that such modification shall comply with the terms of Default is then continuingthis Section 9.3, result in any “rate creep”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 Securitization of all or any portion of the Loan), to require Borrower (at no material cost to Borrower) to (i) execute and deliver “component” notes and/or modify the Loan 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)), reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, increase or decrease the monthly debt service payments for each component 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) and/or (ii) in conjunction with, and with the corresponding agreement of, Mortgage Lender and/or each applicable Mezzanine Lender, as applicable, “resize” the Loan, the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s), reallocate the principal balances of the Loan, the Mortgage Loan and any other Mezzanine Loan(s) and/or increase or decrease the monthly debt service payments for the Loan, the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”, any of the foregoing under clauses (i) or (ii) above, a “Bifurcation”); provided that (a) the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and the other Mezzanine Loans) 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 and the other Mezzanine Loans) immediately prior to such modification and the weighted average of the interest rates for all components (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately prior to such modification, (b) the obligations of Borrower shall not be materially increased hereby, and (c) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made in connection with a Casualty or Condemnation) shall not, provided no Event of Default is then continuing, result in any “rate creep”.. 100

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, but subject to the other provisions of this Section 8.3.1, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or Securitization of all or any portion of the Loan), to require Borrower (at no material cost to BorrowerBorrower except as expressly set forth in Section 8.4) to (i) execute and deliver “component” notes and/or modify the Loan 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 8.3.2 below)), reduce the number of components of the Note note or Notesnotes, revise the interest rate for each component, reallocate the principal balances of the Senior Notes and/or Junior Notes and/or the components, revise the interest rate among the Senior Notes and/or Junior Notes, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related 104 allocations of principal and interest payments) ), and/or (ii) in conjunction with, and with the corresponding agreement of, Mortgage Lender and/or each Current Mezzanine Loan Lender, as applicable, “resize” the Loan, the Mortgage Loan and any other the Current Mezzanine Loan(s) Loan to revise the interest rates for the Loan, the Mortgage Loan and the other Current Mezzanine Loan(s)Loan, reallocate the principal balances of the Loan, the Mortgage Loan and any other the Current Mezzanine Loan(s) Loan and/or increase or decrease the monthly debt service payments for the Loan, the Mortgage Loan and any other the Current Mezzanine Loan(s) Loan (such resizing under this clause (ii), a “Resizing”), any provided that in the case of the foregoing under clauses (i) or and (ii) above, a “Bifurcation”); provided above that (a) the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and the other Current Mezzanine LoansLoan) 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 and the other Current Mezzanine LoansLoan) immediately prior to such modification and the weighted average of the interest rates for all components (when aggregated, in the case of a Resizing, with the interest rates rate of the Mortgage Loan and the other Current Mezzanine LoansLoan) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Loan and the other Current Mezzanine LoansNote) immediately prior to such modificationmodification and principal payments shall, (b) the obligations of Borrower shall not be materially increased hereby, and (c) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made the application of Net Proceeds and after the occurrence of an Event of Default, be applied pro rata among such components (except that the weighted average coupon may subsequently increase due to the application of Net Proceeds, the application of a partial prepayment in connection accordance with a Casualty this Agreement or Condemnation) shall not, provided no if an Event of Default is then continuingshall occur). At Lender’s election, result each note comprising the Loan may be subject to one or more Securitizations. Lender shall have the right to modify the Note and/or Notes and any components in any “rate creep”accordance with this Section 8.3 and, provided that such modification shall comply with the terms of this Section 8.3, 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 Securitization of other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower or Leasehold Pledgor (at no material cost to BorrowerLender’s expense) to execute and deliver (i) execute and deliver “component” notes and/or modify the Loan 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), reduce or make any other change to the Loan or the Note including but not limited to: reducing the number of components of the Note or Notes, revise revising the interest rate for each component, reallocate reallocating the principal balances of the Notes and/or the components, increase increasing or decrease decreasing the monthly debt service payments for each component or eliminate 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/or each Mezzanine Lender, as applicableMezzanine A Lender and Lender, “resize” the Loan, the Mezzanine A Loan and the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Mezzanine A Loan and the other Mezzanine Loan(s)Mortgage Loan, reallocate the principal balances of the Loan, the Mezzanine A Loan and the Mortgage Loan and any other Mezzanine Loan(s) and/or increase increasing or decrease decreasing the monthly debt service payments for the Loan, the Mezzanine A Loan and the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”), any of the foregoing under clauses provided that, subject to Section 9.3.2, (i) or (ii) above, a “Bifurcation”); provided that (aA) 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 the Loan, the Mortgage Loan and the other Mezzanine LoansA Loan subject to such Resizing) in the aggregate immediately after the effective date of such modification equals the Outstanding Principal Balance outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Loan, the Mortgage Loan and the other Mezzanine LoansA Loan subject to such Resizing) immediately prior to such modification and modification, (B) the initial weighted average of the interest rates for all components of the Loan in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Loan, Mortgage Loan and the other Mezzanine LoansA Loan subject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Loan and the other Mezzanine LoansA Loan subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (bI) any voluntary prepayment of the obligations Mortgage Loan and the Mezzanine A Loan permitted by the terms of Borrower shall not be materially increased herebythis Agreement, and (cII) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made in connection with 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) or the Mortgage Loan and the Mezzanine A Loan shall notbe required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) 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, Leasehold Pledgor or any Guarantor under the Loan Documents 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 and the Mezzanine A Loan following a Resizing may not exceed the aggregate principal balance of the Loan and the Mortgage Loan and the Mezzanine A Loan immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Mortgage Loan and the Mezzanine A Loan on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Mortgage Loan and the Mezzanine A 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 in accordance with this Section 9.3 and, provided no Event that such modification shall comply with the terms of Default is then continuingthis Section 9.3, result in it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any “rate creep”Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, Mezzanine Lender shall have the right, at any time (whether prior to or after any sale, participation or Securitization of all or any portion of the Mezzanine Loan), to require Borrower (at no material cost to Borrower) to (i) execute and deliver “component” notes and/or modify the Mezzanine Loan (including, without limitation, the Xxxxxxxx Mezzanine Loan, the Medford Mezzanine Loan and/or the Warrenton Mezzanine Loan) 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 any or all of the Note or Mezzanine Notes, reduce the number of components of any or all of the Note or Mezzanine Notes, revise the interest rate for each component, reallocate the principal balances of the Mezzanine Notes and/or the components, increase or decrease the monthly debt service payments for each component or eliminate the component structure and/or the multiple note structure of the Mezzanine 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, Mortgage Lender and/or each Mezzanine Lender, as applicable, “resize” the Loan, the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s), reallocate the principal balances of the Loan, the Mortgage Loan and any other Mezzanine Loan(s) and/or increase or decrease the monthly debt service payments for the Loan, the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”, any of the foregoing under clauses (i) or (ii) above, a “Bifurcation”); provided that (a) the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and the other Mezzanine Loans) 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 Mezzanine Loan and the other Mezzanine Loans) immediately prior to such modification and the weighted average of the interest rates for all components (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates of the Mortgage Loan and the other Mezzanine Loans) Notes immediately prior to such modificationmodification and, (b) taken as a whole, the obligations economic and other material terms and provisions of Borrower the Mezzanine Loan, as so modified, are not materially less favorable to Borrowers. At Mezzanine Lender's election, each note comprising the Mezzanine Loan may be subject to one or more Securitizations. Mezzanine Lender shall not be materially increased hereby, have the right to modify any or all of the Mezzanine Notes and (c) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made any components in connection accordance with a Casualty or Condemnation) shall notthis SECTION 9.4 and, provided no Event that such modification shall comply with the terms of Default is then continuingthis SECTION 9.4, result in it shall become immediately effective. If requested by Mezzanine Lender, Borrowers shall promptly execute amendments to the Mezzanine Loan Documents to evidence any “rate creep”such modification.

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 Securitization of other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower or Leasehold Pledgor (at no material cost to BorrowerLender’s expense) to execute and deliver (i) execute and deliver “component” notes and/or modify the Loan 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)), reduce or make any other change to the Loan or the Note including but not limited to: reducing the number of components of the Note or Notes, revise revising the interest rate for each component, reallocate reallocating the principal balances of the Notes and/or the components, increase increasing or decrease decreasing the monthly debt service payments for each component or eliminate 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/or each Mezzanine and Lender, as applicable, “resize” the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s)Mortgage Loan, reallocate the principal balances of the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) and/or increase increasing or decrease decreasing the monthly debt service payments for the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”), any of the foregoing under clauses provided that, subject to Section 9.3.2, (i) or (ii) above, a “Bifurcation”); provided that (aA) 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 the Mortgage Loan and subject to such Resizing) in the other Mezzanine Loans) aggregate immediately after the effective date of such modification equals the Outstanding Principal Balance outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately prior to such modification and modification, (B) the initial weighted average of the interest rates for all components of the Loan in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (bI) any voluntary prepayment that Borrower applies to the obligations Mortgage Loan, (II) any prepayment resulting from an Event of Borrower Default, 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) 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, Leasehold Pledgor and Guarantors shall not be materially increased herebyrequired to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower, Leasehold Pledgor or any Guarantor under the Loan Documents other than to a de minimis extent, and (c) such “component” notes 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 senior Notes and subordinate notes shall be structured such that permitted prepayments (other than prepayments made any Components in connection accordance with a Casualty or Condemnation) shall notthis Section 9.3 and, provided no Event that such modification shall comply with the terms of Default is then continuingthis Section 9.3, result in any “rate creep”it shall become immediately effective.

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 Securitization Secondary Market Transaction in respect of all or any portion of the Loan), to require Borrower modify, split and/or sever the Loan one or more times in order to (at no material cost to Borrowera) to create (i) execute and deliver “component” notes and/or modify the Loan in order to create one or more new loans (including first and second mortgage loans), (ii) one or more new notes (including senior and subordinate junior notes (i.e., an A/B or and A/B/C structure)), (iii) and/or one or more additional multiple components of the Note or NotesNotes and/or (iv) one or more mezzanine loans (a “New Mezzanine Loan”) (including amending Borrower’s organizational structure and the organizational documents of Borrower and its direct and indirect shareholders, partners, members and non-member managers to provide for one or more mezzanine borrowers), (b) reduce the number of components of the Note or Notesloans, notes and/or components, (c) revise the interest rate for each componentrates of the loans, notes and/or components, (d) allocate and reallocate the principal balances of the Notes loans, notes and/or the components, (e) increase or decrease the monthly debt service payments for each component or the loans, notes and/or components, (f) eliminate the multiple loan, note and/or 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, Mortgage Lender and/or each Mezzanine Lender, as applicable, “resize” the Loan, the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s), reallocate the principal balances of the Loan, the Mortgage Loan and any other Mezzanine Loan(s) and/or increase or decrease the monthly debt service payments for the Loan, the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”, any of the foregoing under clauses (i) or (iig) aboveotherwise achieve the optimum execution for a Secondary Market Transaction; provided, a “Bifurcation”); however, that in modifying, splitting and/or severing the Loan as provided that above (a1) Borrower shall not be required to modify the Stated Maturity Date, (2) the aggregate principal amount of all such loans, notes and/or components shall, on the date created, equal the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and the other Mezzanine Loans) 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 and the other Mezzanine Loans) immediately prior to the creation of such modification and loans, notes and/or components, (3) the weighted average interest rate of all such loans, notes and/or components shall, on the interest rates for all components (when aggregateddate created, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately after the effective date of such modification equals equal the interest rate of applicable to the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates of the Mortgage Loan and the other Mezzanine Loans) immediately prior to the creation of such loans, notes and/or components (except that the weighted average interest rate may subsequently increase as a result of prepayments made in accordance with Section 2.6 hereof or following a Casualty, Condemnation or Event of Default, but in no other circumstances), and (4) the scheduled debt service payments on all such loans, notes and/or components shall, on the date created, equal the scheduled debt service payments under the Loan immediately prior to the creation of such loans, notes and/or components and (5) Borrower’s rights and Lender’s obligations under the Loan Documents shall not decrease (other than to a de minimis extent) and the Lender’s rights and Borrower’s obligations under the Loan Documents shall not increase (other than to a de minimis extent). 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, split and/or sever the Loan in accordance with this Section 9.3 and, provided that such modification, (b) split and/or severance shall comply with the obligations terms of this Section 9.3, it shall become immediately effective. If requested by Lender, Borrower shall not be materially increased herebypromptly execute an amendment to the Loan Documents to evidence any such modification, and (c) such “component” split and/or severance including, without limitation, an amendment to the Cash Management Agreement to reflect the newly created loans, notes and/or senior components. Borrower hereby absolutely and subordinate notes 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 and modification, split and/or severance as described in this Section 9.3, Borrower ratifying all that its said attorney shall be structured do by virtue thereof; provided, however, Lender shall not make or execute any such that permitted prepayments documents under such power until four (other than prepayments made in connection with a Casualty or Condemnation4) shall not, provided no Event days after notice has been given to Borrower by Lender of Default is then continuing, result in any “rate creep”Lender’s intent to exercise its rights under such power and Borrower has failed to execute such documents.

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 Securitization of other Secondary Market Transaction with respect to all or any portion of the Loan), to require the Borrower (at no material cost to BorrowerLender’s expense) to execute and deliver (i) execute and deliver “component” notes and/or modify the Loan 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 Junior Mezzanine Loans (in accordance with Section 9.3.2 below)), reduce or make any other change to the Loan or the Note including but not limited to: reducing the number of components of the Note or Notes, revise revising the interest rate for each component, reallocate reallocating the principal balances of the Notes and/or the components, increase increasing or decrease decreasing the monthly debt service payments for each component or eliminate 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/or each Mezzanine and Lender, as applicable, “resize” the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s)Mortgage Loan, reallocate the principal balances of the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) and/or increase increasing or decrease decreasing the monthly debt service payments for the Loan, Loan and the Mortgage Loan and any other Mezzanine Loan(s) (such resizing under this clause (ii), a “Resizing”), any of the foregoing under clauses provided that, subject to Section 9.3.2, (i) or (ii) above, a “Bifurcation”); provided that (aA) 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 the Mortgage Loan and subject to such Resizing) in the other Mezzanine Loans) aggregate immediately after the effective date of such modification equals the Outstanding Principal Balance outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately prior to such modification and modification, (B) the initial weighted average of the interest rates for all components of the Loan in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Loan and the other Mezzanine Loanssubject to such Resizing) immediately prior to such modification, (bC) no principal amortization of the obligations of Loan (or any 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 and Guarantors shall not be materially increased herebyrequired to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor under the Loan Documents, and (c) such “component” notes 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 senior Notes and subordinate notes shall be structured such that permitted prepayments (other than prepayments made any Components in connection accordance with a Casualty or Condemnation) shall notthis Section 9.3 and, provided no Event that such modification shall comply with the terms of Default is then continuingthis Section 9.3, result in it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any “rate creep”Approved Mezzanine Loan.

Severance Documentation. Lender, without in any way limiting Lender’s other rights hereunder, but subject to the other provisions of this Section 8.3.1, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any sale, participation or Securitization of all or any portion of the Loan), to require Borrower (at no material cost to BorrowerBorrower except as expressly set forth in Section 8.4) to (i) execute and deliver “component” notes and/or modify the Loan 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 Junior Mezzanine Loans (in accordance with Section 8.3.2 below)), reduce the number of components of the Note note or Notesnotes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, revise the 81 Mezzanine Loan Agreement interest rate among the Notes, increase or decrease the monthly debt service payments for each component 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) ), and/or (ii) in conjunction with, and with the corresponding agreement of, Mortgage Lender and/or each Mezzanine Senior Lender, as applicable, “resize” the Loan, the Mortgage Loan and any other Mezzanine Loan(s) the Senior Loan to revise the interest rates for the Loan, the Mortgage Loan and the other Mezzanine Loan(s)Senior Loan, reallocate the principal balances of the Loan, the Mortgage Loan and any other Mezzanine Loan(s) the Senior Loan and/or increase or decrease the monthly debt service payments for the Loan, the Mortgage Loan and any other Mezzanine Loan(s) the Senior Loan (such resizing under this clause (ii), a “Resizing”), any provided that in the case of the foregoing under clauses (i) or and (ii) above, a “Bifurcation”); provided above that (a) the Outstanding Principal Balance of all components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and the other Mezzanine LoansSenior Loan) 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 and the other Mezzanine LoansSenior Loan) immediately prior to such modification and the weighted average of the interest rates for all components (when aggregated, in the case of a Resizing, with the interest rates rate of the Mortgage Loan and the other Mezzanine LoansSenior Loan) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Loan and the other Mezzanine LoansSenior Note) immediately prior to such modificationmodification and principal payments shall, (b) the obligations of Borrower shall not be materially increased hereby, and (c) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made the application of Net Proceeds and after the occurrence of an Event of Default, be applied pro rata among such components (except that the weighted average coupon may subsequently increase due to the application of Net Proceeds, the application of a partial prepayment in connection accordance with a Casualty this Agreement or Condemnation) shall not, provided no if an Event of Default is then continuingshall occur). At Lender’s election, result each note comprising the Loan may be subject to one or more Securitizations. Lender shall have the right to modify the Note and/or Notes and any components in any “rate creep”accordance with this Section 8.3 and, provided that such modification shall comply with the terms of this Section 8.3, 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 Securitization of other Secondary Market Transaction with respect to all or any portion of the Loan), to require Borrower or Operating Lessee (at no material cost to BorrowerLender’s expense) to execute and deliver (i) 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), reduce or make any other change to the Loan, the Note or Components including but not limited to: reducing the number of components Components of the Note or Notes, revise revising the interest rate for each componentComponent, reallocate reallocating the principal balances of the Notes and/or the componentsComponents, increase increasing or decrease decreasing the monthly debt service payments for each component Component or eliminate 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, Mortgage Lender and/or each the applicable Mezzanine Lender, as applicableLenders, “resize” the Loan, the Mortgage Loan and any other the Original Mezzanine Loan(s) Loans to revise the interest rates for the Loan, the Mortgage Loan and the other Original Mezzanine Loan(s), Loans reallocate the principal balances of the Loan, the Mortgage Loan and any other the Original Mezzanine Loan(s) Loans and/or increase increasing or decrease decreasing the monthly debt service payments for the Loan, the Mortgage Loan and any other the Original Mezzanine Loan(s) Loans (such resizing under this clause (ii), a “Resizing”), any of the foregoing under clauses provided that, subject to Section 9.3.2, (i) or (ii) above, a “Bifurcation”); provided that (aA) the Outstanding Principal Balance outstanding principal balance of all components Components (together with, in the case of a Resizing, the outstanding principal balance of the Mortgage Loan and Original Mezzanine Loans subject to such Resizing) in the other Mezzanine Loans) aggregate immediately after the effective date of such modification equals the Outstanding Principal Balance outstanding principal balance (when aggregated, in the case of a Resizing, with the outstanding principal balance of the Mortgage Loan and the other Original Mezzanine LoansLoans subject to such Resizing) immediately prior to such modification and modification, (B) the initial weighted average of the interest rates for all components Components in the aggregate (when aggregated, in the case of a Resizing, with the interest rates of the Mortgage Loan and the other Original Mezzanine LoansLoans subject to such Resizing) immediately after the effective date of such modification equals the interest rate of the original Note (when aggregated, in the case of a Resizing, on a weighted average basis with the interest rates rate of the Mortgage Loan and the other Original Mezzanine LoansLoans subject to such Resizing) immediately prior to such modification, except that the weighted average interest rate may subsequently change as a result of (bI) any voluntary prepayment of the obligations Mezzanine Loan permitted by the terms of Borrower shall not be materially increased herebythis Agreement, and (cII) such “component” notes and/or senior and subordinate notes shall be structured such that permitted prepayments (other than prepayments made in connection with 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) or the Original Mezzanine Loans shall notbe required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower, Operating Lessee and Guarantors shall not be required to amend any Loan Documents that would otherwise increase the obligations or reduce the rights of Borrower, Operating Lessee or any Guarantor under the Loan Documents other than to a de minimis extent, and provided, further, that in all events the aggregate principal balance of the Loan and the Original Mezzanine Loans following a Resizing may not exceed the aggregate principal balance of the Loan and the Original Mezzanine Loans immediately prior to the Resizing, and the initial weighted average interest rate of the Loan and the Original Mezzanine Loans, on a combined basis, following a Resizing may not exceed the weighted average interest rate of the Loan and the Original Mezzanine Loans, 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 no Event that such modification shall comply with the terms of Default is then continuingthis Section 9.3, result in it shall become immediately effective. The provisions of this Section 9.3 shall not be applicable to any “rate creep”Approved Mezzanine Loan.