Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (C) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amoun...
Uncross of Properties. If at any time following the Closing Date Lender or its designee shall elect to remove any Individual Property from a Securitization (the “Affected Property”), Lender shall have the right to (i) sever or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents (collectively, the “New Note”), evidencing a separate loan in the amount of the Adjusted Release Amount applicable to such Affected Property, including, the transfer of the applicable portion of each of the Reserve Funds relating to the Affected Property, and (ii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase (A) any monetary obligation of Borrower under the Loan Documents, including without limitation, (x) the initial weighted average interest rate payable under the Note, (y) the stated maturity of the Note, or (z) any other material economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (B) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower, Operating Lessee and the Loan Parties are permitted to perform their obligations under the Loan Documents, and (2) the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the transfer of any such Affected Property as provided for in this Section 9.1.4, the Loan shall be reduced by an amount equal to the Adjusted Release Amount applicable to such Affected Property and the new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Adjusted Release Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.1(d), the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Adjusted Release Amount of the Affected Property. The interest rate of the New Note shall have the same (x) initial weighted average interest rate payable under the Note, and (y) stated maturity of the Note. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requiremen...
Uncross of Properties. Senior Lender or its Affiliates may remove certain Individual Properties (each, an “Affected Property”) as collateral for the Senior Loan after a Securitization of the Senior Loan in connection with (A) a default under the Senior Loan due to certain document defects (e.g., documents that are not effective or incomplete) or (B) a breach of a loan seller representation and warranty delivered or given, as applicable, in connection with the Securitization related to such Affected Property. Any such Affected Properties may be so removed from the Securitization and uncrossed from the Senior Loan pursuant to Section 9.1.3 of the Senior Loan Agreement, provided that (i) upon the request of any Junior Lender, Senior Lender or its Affiliates shall purchase at par without any prepayment premium or penalty from such Junior Lender a corresponding portion of its respective Junior Loan equal to the related release amount as set forth in the applicable Junior Loan Documents for each such Affected Property removed from the Senior Loan and Senior Lender shall pay all reasonable costs and expenses (with reasonable attorneys’ fees) incurred by Junior Lenders in connection with the purchase of the applicable Junior Loan by Senior Lender, (ii) each Junior Lender shall have approved of the structure and the documentation required for such repurchase as a condition to such removal and Senior Lender and Junior Lenders shall enter into such amendments to this Agreement as may be necessary to document such purchase, (iii) in connection with the removal of each Affected Property each Junior Loan will be severed into two (2) mezzanine loans which are not cross-defaulted (with each severed mezzanine loan to be secured by equity interests in an entity that will own, directly or indirectly, only the Affected Properties to be removed from the Senior Loan), (iv) with respect to each severed mezzanine loan for which the related Junior Lender did not elect a repurchase pursuant to the preceding clause (i), such Junior Lender shall have reasonably approved of the structure and the documentation necessary to effectuate the uncross of any Affected Property, and (v) Senior Lender or its Affiliates and each Junior Lender shall mutually and reasonably agree as to the cross collateralization and cross-default of the debt allocated to each Affected Property so removed from the Securitization and the related severed mezzanine loans and shall enter into such amendments to this Agreement as may be nece...
Uncross of Properties. If pursuant to Section 9.1.4 of the Mortgage Loan Agreement any Affected Property is uncrossed from the Mortgage Loan with the consent of Mortgage Lender as required thereunder (a “Property Uncross”), Borrower shall reasonably cooperate with Lender in connection with any corresponding uncrossing or severing of a pro rata portion of the Loan and/or such other modifications to the Loan as Lender may reasonably require in connection with any Property Uncross. In no event shall Borrower be obligated in connection with a Property Uncross to satisfy any requirement of the Rating Agencies or enter into any amendment or modification of the Loan Documents which would, in the aggregate, increase any monetary or other material obligation of Borrower under the Loan Documents. Lender shall cause all reasonable costs and expenses incurred by Borrower in connection with this Section 9.1.4 (including, without limitation, any costs and expenses incurred by Borrower in connection with the transfer of the portion of the Collateral to a Special Purpose Entity and the maintenance and operation of such Special Purpose Entity) to be paid by Lender or its designee.
Uncross of Properties. If pursuant to Section 9.1.4 of the Mortgage Loan Agreement any Affected Property is uncrossed from the Mortgage Loan with the consent of Mortgage Lender as required thereunder (a “Property Uncross”), Borrower shall reasonably cooperate with Lender in connection with any corresponding uncrossing or severing of a pro rata portion of the Loan and/or such other modifications to the Loan as Lender may reasonably require in connection with any Property Uncross, including, without limitation, satisfying any requirements of the Rating Agencies with respect to such Property Uncross. In no event shall Borrower be obligated in connection with a Property Uncross to enter into any amendment or modification of the Loan Documents which would, in the aggregate, increase any monetary or other material obligation of Borrower under the Loan Documents. Lender shall cause all reasonable costs and expenses incurred by Borrower in connection with this Section 9.1.4 (including, without limitation, any costs and expenses incurred by Borrower in connection with the transfer of the portion of the Collateral to a Special Purpose Entity and the maintenance and operation of such Special Purpose Entity) to be paid by Lender or its designee.
Uncross of Properties. Senior Lender or its Affiliates may remove certain Individual Properties (each, an "Affected Property") in connection with or after a Securitization of the Senior Loan; provided that (i) each Junior Lender shall have approved of the structure and the documentation necessary to effectuate the uncross of any Affected Property, and (ii) Senior Lender or its Affiliates and each Junior Lender shall mutually agree as to the cross-collateralization and cross-default of the debt allocated to each Affected Property so removed from the Securitization all at Senior Lender's sole cost and expense (including reasonable attorneys' fees). Notwithstanding the foregoing, the obligations and rights of Senior Lender set forth in this Section 15(n) are limited to the initial named Senior Lender hereunder and the trustee for any Securitization of the Senior Loan, and no other successors or assigns of the initial named Senior Lender hereunder shall have any obligations or rights under this Section 15(n).
Uncross of Properties. If pursuant to Section 13.9 of the Mortgage Loan Agreement any Affected Property (as defined in the Mortgage Loan Agreement) is uncrossed from the Mortgage Loan with the consent of Mortgage Lender as required thereunder (a “Property Uncross”), Borrower shall reasonably cooperate with Lender in connection with any corresponding uncrossing or severing of a pro rata portion of the Loan and/or such other modifications to the Loan as Lender may reasonably require in connection with any Property Uncross. In no event shall Borrower be obligated in connection with a Property Uncross to satisfy any requirement of the Rating Agencies or enter into any amendment or modification of the Loan Documents which would, in the 00000000.0.XXXXXXXX aggregate, increase any monetary or other material obligation of Borrower under the Loan Documents. Lender shall cause all reasonable costs and expenses (other than attorneys’ fees and costs incurred by Borrower and its Affiliates) incurred by Borrower in connection with this Section 13.9 to be paid by Lender.
Uncross of Properties. If pursuant to Section 9.8 of the Mortgage Loan Agreement any Affected Property is uncrossed from the Mortgage Loan with the consent of Mortgage Lender as required thereunder (a "Property Uncross"), Borrower shall cause Mortgage Borrower and Maryland Owner to cooperate with (a) Mortgage Lender in connection with the obligations of Mortgage Borrower with respect to such Property Uncross and (b) Lender in connection with any corresponding uncrossing or severing of a pro rata portion of the Loan and/or such other modifications to the Loan as Lender may reasonably require in connection with any Property Uncross, in each case at no cost or expense to Borrower.
Uncross of Properties. If pursuant to Section 9.3.4 of the Mortgage Loan Agreement any Affected Property is uncrossed from the Mortgage Loan with the consent of Mortgage Lender as required thereunder (a “Property Uncross”), Borrower shall reasonably cooperate with Lender in connection with any corresponding uncrossing or severing of a pro rata portion of the Loan and/or such other modifications to the Loan as Lender may reasonably require in connection with any Property Uncross. In no event shall Borrower be obligated in connection with a Property Uncross to satisfy any requirement of the Rating Agencies or enter into any amendment or modification of the Loan Documents which would, in the aggregate, increase any monetary or other material obligation of Borrower under the Loan Documents. Lender shall cause all reasonable costs and expenses incurred by Borrower in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred by Borrower in connection with the transfer of the portion of the Collateral to a Special Purpose Bankruptcy Remote Entity and the maintenance and operation of such Special Purpose Bankruptcy Remote Entity) and any costs incurred in connection with necessary modifications to the Mortgage Loan or the Mezzanine B Loan and/or the Owner and/or the Mezzanine B Borrower, but without duplication of any amounts paid by Lender, Mortgage Lender and/or Mezzanine B Lender (pursuant to the Mortgage Loan Documents and/or Mezzanine B Loan Documents) to be paid by Lender.
Uncross of Properties. If pursuant to Section 13.9 of the Mortgage Loan Agreement any Affected Property (as defined in the Mortgage Loan Agreement) is uncrossed from the Mortgage Loan with the consent of Mortgage Lender
