BORROWER HEREBY AGREE THAT IT MAY NOT BE EQUITABLE IF THE AMOUNT OF
SUCH CONTRIBUTION WERE DETERMINED BY PRO RATA OR PER CAPITA ALLOCATION.
9.1.7
SEVERANCE OF LOAN.
LENDER SHALL HAVE THE RIGHT, AT
ANY TIME (WHETHER PRIOR TO, IN CONNECTION WITH, OR AFTER ANY SECONDARY MARKET
TRANSACTION), WITH RESPECT TO ALL OR ANY PORTION OF THE LOAN, TO MODIFY, SPLIT
AND/OR SEVER ALL OR ANY PORTION OF THE LOAN AS HEREINAFTER PROVIDED.
WITHOUT
LIMITING THE FOREGOING, LENDER MAY (I) CAUSE THE NOTE AND THE MORTGAGE TO BE
SPLIT INTO A FIRST AND SECOND MORTGAGE LOAN, (II) CREATE ONE OR MORE SENIOR AND
SUBORDINATE NOTES (I.E., AN A/B OR A/B/C STRUCTURE), (III) CREATE MULTIPLE
COMPONENTS OF THE NOTE OR NOTES (AND ALLOCATE OR REALLOCATE THE PRINCIPAL
BALANCE OF THE LOAN AMONG SUCH COMPONENTS) OR (IV) OTHERWISE SEVER THE LOAN INTO
TWO OR MORE LOANS SECURED BY MORTGAGES AND BY A PLEDGE OF PARTNERSHIP OR
MEMBERSHIP INTERESTS (DIRECTLY OR INDIRECTLY) IN BORROWER (I.E., A SENIOR
LOAN/MEZZANINE LOAN STRUCTURE), IN EACH SUCH CASE, IN WHATEVER PROPORTION AND
WHATEVER PRIORITY LENDER DETERMINES; PROVIDED, HOWEVER, IN EACH SUCH INSTANCE
THE OUTSTANDING PRINCIPAL BALANCE OF ALL THE NOTES EVIDENCING THE LOAN (OR
COMPONENTS OF SUCH NOTES) IMMEDIATELY AFTER THE EFFECTIVE DATE OF SUCH
MODIFICATION EQUALS THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN IMMEDIATELY
PRIOR TO SUCH MODIFICATION AND THE WEIGHTED AVERAGE OF THE INTEREST RATES FOR
ALL SUCH NOTES (OR COMPONENTS OF SUCH NOTES) IMMEDIATELY AFTER THE EFFECTIVE
DATE OF SUCH MODIFICATION EQUALS THE INTEREST RATE OF THE ORIGINAL NOTE
IMMEDIATELY PRIOR TO SUCH MODIFICATION.
IF REQUESTED BY LENDER, BORROWER (AND
BORROWER'S CONSTITUENT MEMBERS, IF APPLICABLE, AND GUARANTOR) SHALL EXECUTE
WITHIN SEVEN (7) BUSINESS DAYS AFTER SUCH REQUEST, SUCH DOCUMENTATION AS LENDER
MAY REASONABLY REQUEST TO EVIDENCE AND/OR EFFECTUATE ANY SUCH MODIFICATION OR
SEVERANCE.
9.2
COSTS AND EXPENSES.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS ARTICLE 9, BORROWER SHALL NOT BE REQUIRED TO
INCUR OUT-OF-POCKET EXPENSES IN THE PERFORMANCE OF THEIR OBLIGATIONS UNDER
SECTIONS 9.1.1 (OTHER THAN WITH RESPECT TO THE DELIVERY OR UPDATE OF
NON-CONSOLIDATION OPINIONS), 9.1.2, 9.1.3 AND 9.1.7.
9.3
CONDOMINIUM PROVISIONS.
(A)
BORROWER SHALL NOT (I) MODIFY OR AMEND ANY
MATERIAL TERMS AND PROVISIONS OF (A) THE CONDOMINIUM DOCUMENTS (EXCEPT FOR
MINOR, NONSUBSTANTIAL CHANGES TO CURE AN AMBIGUITY OR CORRECT A SCRIVENER'S
ERROR), OR (B) TERMINATE ANY OF THE CONDOMINIUM DOCUMENTS, IN EACH CASE, WITHOUT
THE PRIOR WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, (II) MAKE ANY ELECTION REGARDING MATERIAL MATTERS WITHOUT THE PRIOR
WRITTEN CONSENT OF LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, OR
(III) FAIL TO FOLLOW THE DIRECTIONS OF LENDER (A) WITH RESPECT TO A PROPOSED
MODIFICATION OR AMENDMENT DESCRIBED IN CLAUSE (I) ABOVE OR (B) IN CONNECTION
WITH AN ELECTION DESCRIBED IN CLAUSE (II) ABOVE.
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(B)
BORROWER SHALL PAY WHEN DUE AND PAYABLE ALL
ASSESSMENTS, COMMON CHARGES AND OTHER CHARGES PAYABLE BY BORROWER UNDER THE
CONDOMINIUM DOCUMENTS AND SHALL PERFORM AS AND WHEN DUE EACH OF ITS OBLIGATIONS
UNDER THE