Common use of Uncross of Properties Clause in Contracts

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 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 (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal of any such Affected Property as provided for in this Section 9.3.4, the Loan shall be reduced by an amount equal to the Allocated Loan 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If (a) Borrower agrees that at any time following Lender shall have the Closing Dateunilateral right to elect to, Lender from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or its designee shall elect to remove Properties and any Individual Property from a Securitization (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 or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (IB) any material monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, Documents or (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (zC) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other material obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.9 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If (a) Borrower agrees that at any time following Lender shall have the Closing Dateunilateral right to elect to, Lender from time to time, uncross any of the Properties (such uncrossed Property or its designee shall elect to remove any Individual Property from a Securitization (Properties, collectively, the “Affected Property” and the remaining Property or Properties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and create one or more separate mortgage loans (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, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted and 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, increase (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; Documents or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted Documents in each case other than to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsa de minimus extent. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.9 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, Borrower acknowledges and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender agrees that the single purpose nature and bankruptcy remoteness execution of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) documents in connection with this Section 9.3.4 (including, without limitation, any costs an Uncrossing Event in accordance with terms and expenses incurred from time to time by conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 belowthe Loan Documents.

Uncross of Properties. If Each Individual Each Individual Borrower agrees that Lender shall have the right, at any time following the Closing Dateand from time to time, Lender or its designee shall elect to remove release any Individual Property from a Securitization (the “Affected Property”)) or Individual Borrower from the cross-defaulting and/or the cross-collateralization effected pursuant to the grant of the applicable Mortgage from such Individual Borrower and secured by the lien of the applicable Mortgage. In furtherance thereof, 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 the portion of the Loan allocable to such Individual Property (the “Release Amount”) evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in principal amount equal to the amount of the Allocated Loan Release Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan DocumentsDocuments (provided, including without limitationhowever, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average interest rate payable under coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, (x) subsequently cause the stated maturity weighted average coupon of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the such New Note and splitting to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of the Loan; Default shall occur)), or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.2, the Loan shall be reduced by an amount equal to the Allocated Loan Amount amount of the New Note 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 Allocated Loan Release Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.2, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Release Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, each Individual Borrower shall otherwise cooperate with Lender’s reasonable requests Lender in Lender’s its attempt to satisfy the all requirements necessary in order for Lender to obtain written confirmation from the Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the each Individual Borrowers Borrower owning Properties an Individual Property other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of a bankruptcy non-consolidation opinion from counsel acceptable to the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Rating Agencies); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 1.860G-2(b) of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a the REMIC Trust the holds the Note (if applicable), have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehiclehave not otherwise been violated. Lender shall cause all All reasonable third party costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) Guarantor in connection with Borrower’s complying with this Section 9.3.4 9.2 (including, without limitation, any costs the fees and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costsRating Agencies) to shall be paid by Lender or its designee pursuant to Section 9.4 belowLender.

Uncross of Properties. If (a) Borrower agrees that at any time following Lender shall have the Closing Dateunilateral right to elect to, Lender from time to time, uncross any of the Properties (such uncrossed Property or its designee shall elect to remove any Individual Property from a Securitization (Properties, collectively, the “Affected Property” and the remaining Property or Properties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property (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, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) 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 reasonable 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, increase (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; Documents or (IIB) any other obligation of Borrower under the Loan Documents; provided, including without limitationhowever, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements none of the foregoing clause (1), shall increase the New Note and related loan documents shall be in substantially obligations or decrease the same form as rights of Borrower pursuant to the Loan DocumentsDocuments nor increase the rights or decrease the obligations of Lender (Borrower acknowledging and agreeing that Borrower complying with requests by Lender pursuant to, and in accordance with, this Section 11.8 in and of itself shall not be deemed to increase any obligations of Borrower or decrease any rights of Borrower). In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.8 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

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 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 (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal of any such Affected Property as provided for in this Section 9.3.4, the Loan shall be reduced by an amount equal to the Allocated Loan 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Original Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If Borrower agrees that at any time following Lender shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove uncross any Individual Property from a Securitization of the Collateral (the “Affected PropertyCollateral”). In furtherance thereof, Lender shall have the right to (i) sever or divide the any Note and the other Loan Documents in order to allocate to such Affected Property Collateral the portion of the Loan allocable to such Collateral (the “Allocated Loan Amount”) evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in the principal amount of equal to the Allocated Loan Amount applicable to such Affected PropertyCollateral, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected PropertyCollateral, and (iiiii) release any cross-cross- default and/or cross-collateralization provisions applicable to such Affected PropertyCollateral and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected PropertyCollateral, together with the Loan Documents secured by the remaining PropertiesCollateral, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan DocumentsDocuments (provided, including without limitationhowever, it being acknowledged and agreed that such New Notes shall immediately after the dividing of the Note have the same initial weighted average interest rate payable under coupon as the Noteoriginal Note prior to such dividing, (x) notwithstanding that such New Notes may, in connection with the stated maturity of the Note, (y) the aggregate amortization application of principal to such New Notes, subsequently cause the weighted average coupon of such New Notes to change (but not increase, except that the Noteweighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property Collateral as provided for in this Section 9.3.49.1.5, the Loan shall be reduced by an amount equal to amount of the Allocated Loan Amount New Note applicable to such Affected Property Collateral and the new loan secured by such Affected Property Collateral and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property Collateral from the lien of the Loan pursuant to this Section 9.3.49.1.5, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principalCollateral. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests Lender in Lender’s its attempt to satisfy the all requirements necessary in order for Lender to obtain written confirmation from the Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property Collateral from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Borrower owning an Individual Borrowers owning Properties Property other than the Affected Property Collateral following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property Collateral will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 1.860G2(b) of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a REMIC Trust Trust, have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 belowhave not otherwise been violated.

Uncross of Properties. If Borrower agrees that at any time following Lender shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove uncross any Individual Property from a Securitization of the Properties (the “Affected Property”). In furtherance thereof, 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 the applicable Release Amount evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in principal amount equal to the amount of the Allocated Loan Release Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1A) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not (A1) increase modify (Iw) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Noteall Notes combined, (y) the aggregate amortization of principal of the Note, (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; Loan or (II2) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing decrease the time periods during which the Borrower and the Loan Parties are is required or permitted to perform their its obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2B) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.1.3, the Loan shall be reduced by an amount equal to amount of the Allocated Loan 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 Allocated Loan Release Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.1.3, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Release Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain written confirmation from the Approved Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Provided that no Event of Default shall have occurred and be continuing under the Loan Documents, Lender shall cause all reasonable costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 9.1.3 (including, without limitation, any documentary stamp taxes, intangible taxes, other recording taxes and any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, Entity and the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costsEntity) to be paid by Lender or its designee pursuant to Section 9.4 belowLender.

Uncross of Properties. If (a) Borrower agrees that at any time following Lender shall have the Closing Dateunilateral right to elect to, Lender from time to time, uncross any of the Properties (such uncrossed Property or its designee shall elect to remove any Individual Property from a Securitization (Properties, collectively, the “Affected Property” and the remaining Property or Properties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property (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, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, increase (A) increase (I) any material monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, Documents or (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (zB) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other material obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.8 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If Borrower agrees that at any time following Lender shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove the cross-collateralization of the Liens of the Security Instruments encumbering any Individual Property from a Securitization one (1) or more of the Properties (individually or collectively, as the context may require, the “Affected Property”). In furtherance thereof, Lender shall have the right to (ia) sever or divide the Note and the other Loan Documents in order to allocate to such Affected Property a the Allocated Loan Amount with respect to such Property evidenced by one (1) or more new note notes and secured by such other loan documents (individually or collectively, as the context may require, the “New Note”), evidencing ) having a separate loan in the principal amount of equal to the Allocated Loan Amount applicable to such Affected Property, including, the transfer of (b) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iic) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property, and (d) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (Ii) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; Documents or (IIii) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.1.3, the Loan shall be reduced by an amount equal to amount of the Allocated Loan Amount New Note 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.1.3, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise reasonably cooperate with Lender’s reasonable requests Lender in Lender’s its attempt to satisfy the all requirements necessary in order for Lender to obtain a Rating Agency Confirmation from the Approved Rating Agencies with respect to such removal transfer of the Affected Property from the Securitization and splitting of the Loan, which requirements shall EAST\87098743.3 include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a REMIC Trust Trust, have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 belowhave not otherwise been violated.

Uncross of Properties. If Borrower agrees that at any time following Lender shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove uncross any Individual Property from a Securitization of the Properties (the “Affected Property”). In furtherance thereof, 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 the portion of the Loan allocable to such Affected Property (the “Allocated Principal Amount”) evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in principal amount equal to the amount of the Allocated Loan Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.1.3, the Loan shall be reduced by an amount equal to amount of the Allocated Loan Amount New Note 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 Allocated Loan Principal Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.1.3, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Principal Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.104

Uncross of Properties. If at any Without limiting the terms and provisions of Section 11.2(c) hereof, Borrower agrees that Lender shall have the one-time following the Closing Date, Lender or its designee shall unilateral right to elect to remove uncross any Individual Property from a Securitization of the Properties (the “Affected Property”). In furtherance thereof, 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 the applicable Allocated Loan Amount evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in the principal amount of equal to the Allocated Loan Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1A) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not (A1) increase modify (Iw) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the NoteNote except following an Event of Default or following any prepayment (whether resulting from the application of Net Proceeds after a Casualty or Condemnation or otherwise) of the Loan which is not made on a pro rata basis with each Mezzanine Loan (including the New Mezzanine Loan) in accordance with this Agreement and the Mezzanine Loan Agreements, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (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; Loan or (II2) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing decrease the time periods during which the Borrower and the Loan Parties are Borrower, Operating Lessee, HHSD, SPE Component Entity or Guarantor is permitted to perform their its obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2B) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.413.9, the Loan shall be reduced by an amount equal to the Allocated Loan 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.413.9, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain a Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the LoanConfirmation, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Non-Consolidation Opinion); and (B) if the same would be required by a prudent 00000000.00.XXXXXXXX 167 lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehiclevehicle. Lender shall cause So long as there exists no Event of Default, all reasonable costs and expenses incurred by Borrower (other than all attorneys’ fees and the Mezzanine costs incurred by Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreementor its Affiliates) or Lender in connection with this Section 9.3.4 13.9 (including, without limitation, any documentary stamp taxes, intangible taxes, other recording taxes and any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, Entity and the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costsEntity) to shall be paid by Lender or its designee pursuant to Section 9.4 belowLender.

Uncross of Properties. If Each Borrower agrees that at any time following the Closing Date, Lender or its designee Agent shall have the unilateral right to elect to remove uncross any Individual Property from a Securitization of the Properties (the “Affected Property”)) so that the Affected Property no longer serves as collateral for all or a portion of the Loan, Lender and that each Borrower and each Guarantor will cooperate as requested by Agent in connection therewith. In furtherance thereof, the Agent 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 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”), evidencing a separate loan in ; 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 principal amount equal to the Allocated Loan Amount applicable to such Affected Property, including(x) an interest rate equal to the Applicable Interest Rate, (y) the transfer same stated maturity as the Note and (z) no amortization of principal or amortization but at a lesser rate than is otherwise required hereunder in respect of the Loan, (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property, (iv) require that any Borrower hold the Affected Property in a separate Special Purpose Entity that may be a subsidiary or a sister company to such Borrower and/or (v) take such additional action as it may determine consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not (A) increase (I) any monetary obligation of any Borrower under the Loan DocumentsDocuments in any material respect, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under otherwise modify the Loan Documents, and in a manner which could result in a Material Adverse Change or (2C) subject cause any Borrower or any Guarantor to the requirements incur or suffer any material diminution of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as its rights under the Loan Documents. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.49.4, the Loan shall be reduced by an amount equal to the Allocated Loan Amount amount of the New Note 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 the portion of the principal of the Loan allocated to such Allocated Loan AmountAffected Property as described above. Subsequent to the release of the Affected Property from the lien Lien of the Loan pursuant to this Section 9.3.49.4, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If Borrower agrees that at any time following JPM shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove uncross any Individual Property from a Securitization of the Properties (the “Affected Property”"AFFECTED PROPERTY"). In furtherance thereof, 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 the portion of the Loan allocable to such Property (the "ALLOCATED LOAN AMOUNT") evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing "NEW NOTE") having a separate loan in principal amount equal to the amount of the Allocated Loan Release Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.4SECTION 9.1.4, the Loan shall be reduced by an amount equal to amount of the Allocated Loan Amount New Note 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4SECTION 9.1.4, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests JPM and Lender in Lender’s their attempt to satisfy the all requirements necessary in order for Lender JPM to obtain written confirmation from the Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) , the execution of such documents and instruments and delivery by JPM of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness such opinions of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and counsel as are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereoftypical for similar transactions, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstancesincluding, an opinion of counsel that the release of the Affected Property will not be a “"significant modification” " of the this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a REMIC Trust Trust, have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehiclehave not otherwise been violated. Lender shall cause all reasonable costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 SECTION 9.1.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, Entity and the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costsEntity) to be paid by Lender or its designee pursuant to Section 9.4 belowJPM.

Uncross of Properties. If at any time following the Closing Date, 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 Allocated Loan 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) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, (x) the initial weighted average interest rate payable under the Note, (xy) the stated maturity of the Note, (y) the aggregate amortization of principal 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 (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower Borrower, Operating Lessee and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.1.4, the Loan shall be reduced by an amount equal to the Allocated Loan 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 Allocated Loan Adjusted Release Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.1(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 Allocated Loan Adjusted Release Amount of the Affected Property. The interest rate of the New Note shall have (w) the same (x) initial weighted average interest rate payable under the Note, and (xy) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain written confirmation from the Approved Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties and Operating Lessee operating Properties other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all reasonable costs and expenses incurred by Borrower (and the each Mezzanine Borrower under Section 9.3.4 9.1.4 of the Original each Mezzanine Loan Agreement) in connection with this Section 9.3.4 9.1.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, Entity and the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costsEntity) to be paid by Lender or its designee pursuant to Section 9.4 belowdesignee.

Uncross of Properties. If (a) Borrower agrees that at any time following Lender shall have the Closing Dateunilateral right to elect to, Lender from time to time, uncross any of the Properties (such uncrossed Property or its designee shall elect to remove any Individual Property from a Securitization (Properties, collectively, the “Affected Property” and the remaining Property or Properties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property (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, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) 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 135 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, increase (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; Documents or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, Documents in any material respect (Borrower acknowledging that the mere act of compliance with this Section 11.8 shall not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, increase any monetary or (B) waive, impair, reduce or release any right other obligation of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1Borrower), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.8 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If (a) Borrower agrees that at any time following Lender shall have the Closing Dateunilateral right to elect to, Lender from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or its designee shall elect to remove Properties and any Individual Property from a Securitization (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 or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT 188 Confidential Treatment Requested by Retail Value Inc. RVI-311. Pursuant to 17 C.F.R. Section 200.83. Subsidiary or increase (IB) any material monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, Documents or (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (zC) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other material obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.9 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If (a) Bxxxxxxx agrees that at any time following Lender shall have the Closing Dateunilateral right to elect to, Lender from time to time, uncross any of the Properties (such uncrossed Property or its designee shall elect to remove any Individual Property from a Securitization (Properties, collectively, the “Affected Property” and the remaining Property or Properties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property (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, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, increase (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; Documents or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, Documents in any material respect (Borrower acknowledging that the mere act of compliance with this Section 11.8 shall not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, increase any monetary or (B) waive, impair, reduce or release any right other obligation of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1Borrower), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.8 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.135

Uncross of Properties. If (a) Each Individual Borrower agrees that Lender shall have the right, at any time following the Closing Dateand from time to time, Lender or its designee shall elect to remove release any Individual Property from a Securitization (the “Affected Property”)) or Individual Borrower from the cross-defaulting and/or the cross-collateralization effected pursuant to the grant of the Mortgage from such Individual Borrower and secured by the lien of the applicable Mortgage. In furtherance thereof, Lender shall have the right to (i) sever or and divide the Note and the other Loan Documents in order to allocate to such Affected Property the portion of the Loan allocable to such Individual Property (the “Allocated Loan Amount”) which portion shall be evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in the principal amount of equal to the Allocated Loan Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan DocumentsDocuments (provided, including without limitationhowever, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average interest rate payable under coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, (x) subsequently cause the stated maturity weighted average coupon of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the such New Note and splitting to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of the Loan; Default shall occur)), or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing Documents in any material respect or decrease the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right rights of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.2, the Loan shall be reduced by an amount equal to the Allocated Loan Amount amount of the New Note 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.2, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, each Individual Borrower shall otherwise cooperate with Lender’s reasonable requests Lender in Lender’s its attempt to satisfy the all requirements necessary in order for Lender to obtain written confirmation from the Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the each Individual Borrowers Borrower owning Properties an Individual Property other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 1.860G-2(b) of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a the REMIC Trust that holds the Note (if applicable), have been satisfied or Grantor Trust or a tax have not otherwise been violated. Subject to Section 9.6 below, Borrower shall be imposed on a Securitization Vehicle. Lender shall cause all responsible for its own actual out-of-pocket costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer provisions of the Affected Property to a Special Purpose Bankruptcy-Remote Entitythis Section 9.2(a), the formationincluding without limitation, maintenance and operation payment of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender any mortgage recording tax or its designee pursuant to Section 9.4 belowtitle insurance premiums.

Uncross of Properties. If Each Individual Borrower agrees that Lender shall have the right, at any time following the Closing Dateand from time to time, Lender or its designee shall elect to remove release any Individual Property from a Securitization (the “Affected Property”)) or Individual Borrower from the cross-defaulting and/or the cross-collateralization effected pursuant to the grant of the Mortgage from such Individual Borrower and secured by the lien of the applicable Mortgage. In furtherance thereof, 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 the portion of the Loan allocable to such Individual Property (the “Allocated Loan Amount”) evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in the principal amount of equal to the Allocated Loan Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan DocumentsDocuments (provided, including without limitationhowever, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average interest rate payable under coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, (x) subsequently cause the stated maturity weighted average coupon of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the such New Note and splitting to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of the Loan; Default shall occur)), or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.2, the Loan shall be reduced by an amount equal to the Allocated Loan Amount amount of the New Note 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.2, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, each Individual Borrower shall otherwise cooperate with Lender’s reasonable requests Lender in Lender’s its attempt to satisfy the all requirements necessary in order for Lender to obtain written confirmation from the Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the each Individual Borrowers Borrower owning Properties an Individual Property other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 1.860G-2(b) of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a the REMIC Trust the holds the Note (if applicable), have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehiclehave not otherwise been violated. Lender shall cause all All reasonable third party costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) Guarantors in connection with Borrower’s complying with this Section 9.3.4 9.2 (including, without limitation, any costs the fees and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costsRating Agencies) to shall be paid by Lender or its designee pursuant to Section 9.4 belowLender.

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 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 (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal of any such Affected Property as provided for in this Section 9.3.4, the Loan shall be reduced by an amount equal to the Allocated Loan 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If Borrower agrees that at any time following prior to the Closing Dateoccurrence of the first Secondary Market Transaction Lender shall have the unilateral right to elect to, Lender from time to time. uncross any of the Properties (such uncrossed Property or its designee shall elect to remove any Individual Property from a Securitization (Properties, collectively, the “Affected Property” and the remaining Property or Properties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property (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, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted and 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, increase (A) increase (I) any material monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, Documents or (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (zB) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other material obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.8 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) ; and provided, further, that the same initial weighted average interest rate payable under the Note, (x) the same stated maturity Debt Service Coverage Ratio for each of the NoteUncrossed Loan and the Remaining Loan shall, and (y) no amortization of principal. At immediately after the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests severance described in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances9.8, an opinion of counsel that the release of the Affected Property will shall not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 belowless than 1.30:1.00.

Uncross of Properties. If Each of Borrower and Maryland Owner agrees that at any time following Lender shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove uncross any Individual Property from a Securitization of the Properties (the “Affected Property”). In furtherance thereof, 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 the portion of the Loan allocable to such Individual Property (the “Allocated Loan Amount”) evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in the principal amount of equal to the Allocated Loan Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower or Maryland Owner under the Loan DocumentsDocuments (provided, including without limitationhowever, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average interest rate payable under coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, (x) subsequently cause the stated maturity weighted average coupon of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the such New Note and splitting to change (but not increase, except that the weighted average coupon may subsequently increase due to -118- prepayments or if an Event of the Loan; Default shall occur)), or (IIB) any other obligation of Borrower or Maryland Owner under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.1.5, the Loan shall be reduced by an amount equal to the Allocated Loan Amount amount of the New Note 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.1.5, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, each of Borrower and Maryland Owner shall otherwise cooperate with Lender’s reasonable requests Lender in Lender’s its attempt to satisfy the all requirements necessary in order for Lender to obtain written confirmation from the Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the each Individual Borrowers Borrower and Maryland Owner owning Properties an Individual Property other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 1.860G-2(b) of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a REMIC Trust Trust, have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 belowhave not otherwise been violated.

Uncross of Properties. If at any time following the Closing Date, Date Lender or its designee shall elect to remove any Individual Property from a Securitization (such Property, 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 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 (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.10, the Loan shall be reduced by an amount equal to the Allocated Loan 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.10, the outstanding principal balance of the Loan shall be the same as it would have been had 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 have (w) be the same initial weighted average as the interest rate payable under the Note, (x) the same stated maturity of the Note. The Debt shall be reduced pursuant to Section 2.3.1 as if a prepayment and release had occurred; provided, and (y) that no amortization of principalYield Maintenance Premium will be required. At the request of Lender, 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’s reasonable requests Lender or its designee in Lender’s their attempt to satisfy the all requirements necessary in order for Lender or its designee to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the LoanConfirmation, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property Borrower following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the New Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender or its designee of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a REMIC Trust Trust, have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehiclehave not otherwise been violated. Lender shall cause all reasonable costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) 9.10 to be paid by Lender or its designee pursuant to Section 9.4 belowdesignee.

Uncross of Properties. If Borrower agrees that at any time following Lender shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove uncross any Individual Property from a Securitization of the Properties (the “Affected Property”). In furtherance thereof, 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 the applicable Release Amount evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in principal amount equal to the amount of the Allocated Loan Release Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1A) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not (A1) increase modify (Iw) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (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; Loan or (II2) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing decrease the time periods during which the Borrower and the Loan Parties are Borrower, Operating Lessee, Principal or Guarantor is permitted to perform their its obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2B) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.1.3, the Loan shall be reduced by an amount equal to amount of the Allocated Loan 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 Allocated Loan Release Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.1.3, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Release Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain written confirmation from the Approved Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties and Operating Lessee operating the applicable Properties other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all All reasonable costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) or Lender in connection with this Section 9.3.4 9.1.3 (including, without limitation, any documentary stamp taxes, intangible taxes, other recording taxes and any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, Entity and the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costsEntity) to shall be paid by Lender or its designee pursuant to in accordance with Section 9.4 9.1.4 below.

Uncross of Properties. If (a) Borrower agrees that at any time following Lender shall have the Closing Dateunilateral right to elect to, Lender from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or its designee shall elect to remove Properties and any Individual Property from a Securitization (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 or and/or divide the Note and the other Loan Documents in order to allocate to such Affected Property a new note and other loan documents so that (A) the original Loan Documents (collectively, the “New NoteRemaining 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, evidencing a separate loan in the amount of “Uncrossed Loan Documents”) evidence and secure only the Allocated Uncrossed Loan Amount applicable and relate only to such the Affected Property, including, the transfer of (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected PropertyProperty to the Uncrossed Loan, and (iiiii) 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 (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents secured by and the remaining PropertiesRemaining Loan Documents, shall not not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT 188 Subsidiary or increase (IB) any material monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, Documents or (x) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (zC) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other material obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal uncrossing of any such Affected Property as provided for in this Section 9.3.411.9 (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 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Individual Borrowers owning Properties other than the Affected Property following such removal have not been adversely affected and are compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.

Uncross of Properties. If Each Individual Borrower agrees that Lender shall have the right, at any time following the Closing Dateand from time to time, Lender or its designee shall elect to remove release any Individual Property from a Securitization (the “Affected Property”)) or Individual Borrower from the cross-defaulting and/or the cross-collateralization effected pursuant to the grant of the Mortgage from such Individual Borrower and secured by the lien of the applicable Mortgage. In furtherance thereof, 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 the portion of the Loan allocable to such Individual Property (the “Allocated Loan Amount”) which portion shall be evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in the principal amount of equal to the Allocated Loan Amount applicable to such Affected Property, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyProperty and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan DocumentsDocuments (provided, including without limitationhowever, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average interest rate payable under coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, (x) subsequently cause the stated maturity weighted average coupon of the Note, (y) the aggregate amortization of principal of the Note, (z) any other economic term of the Loan, as any existed prior to the creation of the such New Note and splitting to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of the Loan; Default shall occur)), or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing Documents in any material respect or decrease the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right rights of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documents. In connection with the removal transfer of any such Affected Property as provided for in this Section 9.3.49.2, the Loan shall be reduced by an amount equal to the Allocated Loan Amount amount of the New Note 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.49.2, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principal. At the request of Lender, each Individual Borrower shall otherwise cooperate with Lender’s reasonable requests Lender in Lender’s its attempt to satisfy the all requirements necessary in order for Lender to obtain written confirmation from the Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the each Individual Borrowers Borrower owning Properties an Individual Property other than the Affected Property following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 1.860G-2(b) of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a the REMIC Trust that holds the Note (if applicable), have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehiclehave not otherwise been violated. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 below.90523206v16

Uncross of Properties. If Borrower agrees that at any time following Lender shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove any Individual Property from a Securitization (uncross the “Affected Property”)Properties. In furtherance thereof, Lender shall have the right to (i) sever or divide the Note and the other Loan Documents in order to allocate to such Affected each Individual Property the applicable Release Amount which shall be evidenced by a new note and other loan documents (collectivelyeach, the a “New Note”), evidencing ) having a separate loan in principal amount equal to the amount of the Allocated Loan Release Amount applicable to such Affected PropertyIndividual Property and evidenced and/or secured by other new loan documents (each such New Note and other new loan documents, includingcollectively, the transfer of “New Loan Documents”), (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Propertyeach Individual Property , and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to the Properties and (iv) take such Affected Propertyadditional action consistent therewith; provided, that (1A) such the New Note secured by such Affected PropertyLoan Documents, together with the Loan Documents secured by the remaining Propertiestaken as a whole, shall not (A1) increase modify (Iw) any monetary obligation of Borrower under the Loan Documents, including without limitation, the initial weighted average interest rate payable under the Note, (x) the stated maturity of the NoteMaturity Date, (y) the aggregate amortization of principal of the Note, (z) any other material economic term of the Loan, as any existed prior to the creation of the New Note Notes and splitting of the Loan; Loan or (II2) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing decrease the time periods during which the any Individual Borrower and the Loan Parties are or Individual Operating Lessee is required or permitted to perform their its obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2B) subject to the requirements of the foregoing clause (1), the each New Note and related loan documents Loan Document shall be in substantially the same form as the corresponding Loan Documents. In connection with the removal of any such Affected Property as provided for in this Section 9.3.4, the Loan shall be reduced by an amount equal to the Allocated Loan 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 Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principalDocument. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain a Rating Agency Confirmation in connection with respect to such removal any uncrossing of the Affected Property from the Securitization and splitting of the LoanProperties pursuant to this Section 9.1.3, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the each Individual Borrowers owning Properties other than the Affected Property following such removal have Borrower and Individual Operating Lessee has not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release uncrossing of the Affected Property Properties pursuant to this Section 9.1.3 will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Provided that no Event of Default shall have occurred and be continuing under the Loan Documents, Lender shall cause all reasonable costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 9.1.3 (including, without limitation, any documentary stamp taxes, intangible taxes, other recording taxes and any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costsBorrower) to be paid by Lender or its designee pursuant to Section 9.4 belowLender.

Uncross of Properties. If Borrower agrees that at any time following Lender shall have the Closing Date, Lender or its designee shall unilateral right to elect to remove uncross any Individual Property from a Securitization of the Collateral (the “Affected PropertyCollateral”). In furtherance thereof, 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 Collateral the portion of the Loan allocable to such Collateral (the “Allocated Loan Amount”) evidenced by a new note and secured by such other loan documents (collectively, the “New Note”), evidencing ) having a separate loan in the principal amount of equal to the Allocated Loan Amount applicable to such Affected PropertyCollateral, including, the transfer of (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected PropertyCollateral, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected PropertyCollateral and (iv) take such additional action consistent therewith; provided, that (1) such New Note secured by such Affected PropertyCollateral, together with the Loan Documents secured by the remaining PropertiesCollateral, shall not increase in the aggregate (A) increase (I) any monetary obligation of Borrower under the Loan DocumentsDocuments (provided, including without limitationhowever, it being acknowledged and agreed that such New Notes shall immediately after the dividing of the Note have the same initial weighted average interest rate payable under coupon as the Noteoriginal Note prior to such dividing, (x) notwithstanding that such New Notes may, in connection with the stated maturity of the Note, (y) the aggregate amortization application of principal to such New Notes, subsequently cause the weighted average coupon of such New Notes to change (but not increase, except that the Noteweighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), (z) any other economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (IIB) any other obligation of Borrower under the Loan Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release Documents in any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in substantially the same form as the Loan Documentsmaterial respect. In connection with the removal transfer of any such Affected Property Collateral as provided for in this Section 9.3.49.1.5, the Loan shall be reduced by an amount equal to amount of the Allocated Loan Amount New Note applicable to such Affected Property Collateral and the new loan secured by such Affected Property Collateral and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property Collateral from the lien of the Loan pursuant to this Section 9.3.49.1.5, the balance balances of the components of the Loan shall be the same as it they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. The New Note shall have (w) the same initial weighted average interest rate payable under the Note, (x) the same stated maturity of the Note, and (y) no amortization of principalCollateral. At the request of Lender, Borrower shall otherwise cooperate with Lender’s reasonable requests Lender in Lender’s its attempt to satisfy the all requirements necessary in order for Lender to obtain written confirmation from the Rating Agency Confirmation with respect to Agencies that such removal transfer of the Affected Property Collateral from the Securitization and splitting of the LoanLoan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that would be reasonably satisfactory to a prudent lender that the single purpose nature and bankruptcy remoteness of the Borrower owning an Individual Borrowers owning Properties Property other than the Affected Property Collateral following such removal release have not been adversely affected and are compliant in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4Opinion); and (B) if the same would be required execution of such documents and instruments and delivery by a prudent lender in Lender of such circumstancesopinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property Collateral will not be a “significant modification” of the this Loan within the meaning of Section 1.1001-3 1.860G2(b) of the regulations of the United States Department of the TreasuryTreasury and that all other requirements applicable, nor cause a Securitization Vehicle if any, to fail to qualify as a REMIC Trust Trust, have been satisfied or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (and the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) in connection with this Section 9.3.4 (including, without limitation, any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to be paid by Lender or its designee pursuant to Section 9.4 belowhave not otherwise been violated.