Common use of Uncross of Properties Clause in Contracts

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 necessary to effect such cross-collateralization and cross-default, all at Senior Lender’s sole cost and expense (including reasonable attorneys’ fees). In the event of any inconsistencies between the provisions of this Agreement on the one hand and the Senior Loan Agreement or any Junior Loan Agreement on the other hand with respect to the uncrossing of Affected Properties, the provisions of this Agreement shall control. Notwithstanding the foregoing, the obligations and rights of Senior Lender set forth in this Section 15(l) are limited to the initial named Senior Lender hereunder and its Affiliates, and no successors or assigns of the initial named Senior Lender hereunder or its Affiliates shall have any obligations or rights under this Section 15(l).

Uncross of Properties. Senior If at any time following the Closing Date Lender or its Affiliates may designee shall elect to remove certain Individual Properties any Property from a Securitization (eachsuch Property, an the “Affected Property”), Lender shall have the right to (i) as collateral for sever or divide the Senior Note and the other Loan after Documents in order to allocate to such Affected Property a Securitization new note and other loan documents (collectively, the “New Note”), evidencing a separate loan in the amount of the Senior Allocated Loan 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 such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in connection with the aggregate (A) a default any monetary obligation of Borrower under the Senior Loan due to certain document defects (e.g.Documents, documents that are not effective or incomplete) or (B) a breach any other obligation of a loan seller representation and warranty delivered or given, as applicable, Borrower in any material respect. In connection with the Securitization related transfer of any such Affected Property as provided for in this Section 9.10, the Loan shall be reduced by an amount equal to the Allocated Loan Amount applicable to such Affected Property. Any Property and the new loan secured by such Affected Properties may Property and evidenced by the New Note shall be so removed in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the Securitization and uncrossed from lien of the Senior Loan pursuant to this Section 9.1.3 9.10, the outstanding principal balance of the Senior Loan Agreementshall be the same as if a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The interest rate of the New Note shall be the same as the interest rate of the Note. The Debt shall be reduced pursuant to Section 2.3.1 as if a prepayment and release had occurred; provided, provided that (i) upon no Yield Maintenance Premium will be required. At the request of any Junior Lender, Senior Borrower shall transfer the Affected Property to a newly-created special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria which complies with terms of Section 4.1.30 and shall otherwise cooperate with Lender or its Affiliates designee in their attempt to satisfy all requirements necessary in order for Lender or its designee to obtain Rating Agency Confirmation, which requirements shall purchase at par include, without any prepayment premium limitation: (A) delivery of evidence that the single purpose nature and bankruptcy remoteness of Borrower following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a New Insolvency Opinion); and (B) the execution of such documents and instruments and delivery by Lender or penalty from its designee of such Junior Lender a corresponding portion opinions of its respective Junior Loan equal to counsel as are typical for similar transactions, including, an opinion of counsel that the related release amount as set forth in of the applicable Junior Loan Documents for each such Affected Property removed from will not be a “significant modification” of this Loan within the Senior Loan meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and Senior that all other requirements applicable, if any, to a REMIC Trust, have been satisfied or have not otherwise been violated. Lender shall pay cause all reasonable costs and expenses (with reasonable attorneys’ fees) incurred by Junior Lenders Borrower 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 Section 9.10 to be secured paid 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 necessary to effect such cross-collateralization and cross-default, all at Senior Lender’s sole cost and expense (including reasonable attorneys’ fees). In the event of any inconsistencies between the provisions of this Agreement on the one hand and the Senior Loan Agreement or any Junior Loan Agreement on the other hand with respect to the uncrossing of Affected Properties, the provisions of this Agreement shall control. Notwithstanding the foregoing, the obligations and rights of Senior Lender set forth in this Section 15(l) are limited to the initial named Senior Lender hereunder and its Affiliates, and no successors or assigns of the initial named Senior Lender hereunder or its Affiliates shall have any obligations or rights under this Section 15(l)designee.

Uncross of Properties. Senior Lender or its Affiliates may remove certain Individual Each Borrower agrees that at any time the Agent shall have the unilateral right to elect to uncross any of the Properties (each, an the “Affected Property”) so that the Affected Property no longer serves as collateral for the Senior Loan after all or a Securitization portion of the Senior Loan Loan, and that each Borrower and each Guarantor will cooperate as requested by Agent in connection with therewith. In furtherance thereof, the Agent shall have the right to (Ai) sever or divide the Note and the other Loan Documents in order to allocate to such Affected Property a portion of the principal of the Loan applicable to such Affected Property evidenced by a new note and secured by such other loan documents (collectively, the “New Note”; it being understood that if the amount of the Loan allocated to any Affected Property is different from the Allocated Loan Amount for that Property, the Agent will adjust the Allocated Loan Amounts on Exhibit D as it deems appropriate to reflect the new arrangement) having one or more of the following: (w) a default under principal amount equal to the Senior Allocated 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 Amount applicable 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 (ix) 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 an interest rate equal to the related release amount Applicable Interest Rate, (y) the same stated maturity as set forth the Note and (z) no amortization of principal or amortization but at a lesser rate than is otherwise required hereunder 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 respect of the applicable Junior Loan by Senior LenderLoan, (ii) segregate the applicable portion of each Junior Lender shall have approved of the structure and Reserve Funds relating to 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 purchaseAffected Property, (iii) in connection with the removal of each Affected Property each Junior Loan will be severed into two (2) mezzanine loans which are not release any cross-defaulted (with each severed mezzanine loan default and/or cross-collateralization provisions applicable to be secured by equity interests in an entity that will own, directly or indirectly, only the such Affected Properties to be removed from the Senior Loan)Property, (iv) with respect require that any Borrower hold the Affected Property in a separate Special Purpose Entity that may be a subsidiary or a sister company to each severed mezzanine loan for which the related Junior Lender did not elect a repurchase pursuant to the preceding clause such Borrower and/or (i)v) take such additional action as it may determine consistent therewith; provided, that such Junior Lender shall have reasonably approved of the structure and the documentation necessary to effectuate the uncross of any New Note secured by such Affected Property, and together with the Loan Documents secured by the remaining Properties, shall not (vA) Senior Lender increase any monetary obligation of any Borrower under the Loan Documents in any material respect, (B) otherwise modify the Loan in a manner which could result in a Material Adverse Change or (C) cause any Borrower or any Guarantor to incur or suffer any material diminution of its Affiliates and each Junior Lender shall mutually and reasonably agree as to rights under 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 necessary to effect such cross-collateralization and cross-default, all at Senior Lender’s sole cost and expense (including reasonable attorneys’ fees)Loan Documents. In the event of any inconsistencies between the provisions of this Agreement on the one hand and the Senior Loan Agreement or any Junior Loan Agreement on the other hand connection with respect to the uncrossing of any such Affected Properties, the provisions of this Agreement shall control. Notwithstanding the foregoing, the obligations and rights of Senior Lender set forth Property as provided for in this Section 15(l) are limited 9.4, the Loan shall be reduced by an amount equal to the initial named Senior Lender hereunder and its Affiliates, and no successors or assigns amount of the initial named Senior Lender hereunder or its Affiliates New Note applicable to such Affected Property and the new loan secured by such Affected Property and evidenced by the New Note shall have any obligations or rights under be in an amount equal to the portion of the principal of the Loan allocated to such Affected Property as described above. Subsequent to the release of the Affected Property from the Lien of the Loan pursuant to this Section 15(l)9.4, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property.