Common use of Unencumbered Eligible Properties Clause in Contracts

Unencumbered Eligible Properties. Property Property Type [i.e., Hotel, Office, Retail] Qualified Development Property or Non-Stabilized Portfolio Property? [Y/N] Owned or Ground Leased [O/GL] Owner/Ground Lessee (Controlled Joint Venture or Wholly Owned Subsidiary) [CJV/WO Sub] Applicable Capitalization Rate Occupancy Rate Annual Capital Expenditure Adjustment Unencumbered Property NOI1 Acquisition Cost (only for Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties) Undepreciated Book Value (only for Qualified Development Properties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties) Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): __% Minimum Permitted Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): 80% Aggregate Unencumbered Property NOI: $___________ Aggregate Acquisition Costs for all Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties: $___________2 Aggregate Undepreciated Book Value of all Qualified Development Properties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties: $___________ 1 Include only Loan Party Pro Rata Share of unencumbered Property NOI for properties owned, or ground leased under Eligible Ground Leases, by Controlled Joint Ventures 2 Include only Loan Party Pro Rata Share of acquisition costs for properties acquired by controlled Joint Ventures Form of Compliance Certificate EXHIBIT E-1 ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Term Loan Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Unencumbered Eligible Properties. Property Property Type [i.e., Hotel, Office, Retail] Qualified Development Property or Non-Stabilized Portfolio Property? [Y/N] Owned or Ground Leased [O/GL] Owner/Ground Lessee (Controlled Joint Venture or Wholly Owned Subsidiary) [CJVSubsidiary)[CJV/WO Sub] Applicable Capitalization Rate Occupancy Rate Annual Capital Expenditure Adjustment Unencumbered Property NOI1 NOI Acquisition Cost (only for Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties) Undepreciated Book Value (only for Qualified Development Properties UndepreciatedBook Value(only forQualified DevelopmentProperties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties) Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): __% Minimum Permitted Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): 80% Aggregate Unencumbered Property NOI: $___________ Aggregate Acquisition Costs for all Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties: $___________2 14 Aggregate Undepreciated Book Value of all Qualified Development Properties and that are Unencumbered Eligible Properties or Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties: $__________ __ 1 Include only Loan Party Pro Rata Share of unencumbered Property NOI for properties owned, or ground leased under Eligible Ground Leases, by Controlled Joint Ventures 2 Include only Loan Party Pro Rata Share of acquisition costs for properties acquired by controlled Joint Ventures Form of Compliance Certificate EXHIBIT E-1 ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Term Loan Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.______________________________

Unencumbered Eligible Properties. Property Property Type [i.e., Hotel, Office, Retail] Qualified Development Property or Non-Stabilized Portfolio Property? [Y/N] Owned or Ground Leased [O/GL] Owner/Ground Lessee (Controlled Joint Venture or Wholly Owned Subsidiary) [CJVSubsidiary)[CJV/WO Sub] Applicable Capitalization Rate Occupancy Rate Annual Capital Expenditure Adjustment Unencumbered Property NOI1 NOI Acquisition Cost (only for Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties) Undepreciated Book Value (only for Qualified Development Properties UndepreciatedBook Value(only forQualified DevelopmentProperties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties) Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): __% Minimum Permitted Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): 80% Aggregate Unencumbered Property NOI: $___________ Aggregate Acquisition Costs for all Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties: $___________2 14 Aggregate Undepreciated Book Value of all Qualified Development Properties and that are Unencumbered Eligible Properties or Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties: $___________ 1 Include only Loan Party Pro Rata Share of unencumbered Property NOI for properties owned, or ground leased under Eligible Ground Leases, by Controlled Joint Ventures 2 ___________________ 14 Include only Loan Party Pro Rata Share of acquisition costs for properties acquired by controlled Controlled Joint Ventures Form of Compliance Certificate EXHIBIT E-1 ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Term Loan Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, in the case of an assignment of the revolving credit facility, the Letters of Credit and the Swing Line Loans included in such revolving credit facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Unencumbered Eligible Properties. Property Property Type [i.e., Hotel, Office, Retail] Qualified Development Property or Non-Stabilized Portfolio Property? [Y/N] Owned or Ground Leased [O/GL] Owner/Ground Lessee (Controlled Joint Venture or Wholly Owned Subsidiary) [CJVSubsidiary)[CJV/WO Sub] Applicable Capitalization Rate Occupancy Rate Annual Capital Expenditure Adjustment Unencumbered Property NOI1 Acquisition Cost (only for Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties) Undepreciated Book Value (only for Qualified Development Properties UndepreciatedBook Value(only forQualified DevelopmentProperties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties) Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): __% Minimum Permitted Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): 80% Aggregate Unencumbered Property NOI: $___________ Aggregate Acquisition Costs for all Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties: $___________2 142 Aggregate Undepreciated Book Value of all Qualified Development Properties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties or Non-Stabilized Portfolio Properties: $___________ _____________________ 1 Include only Loan Party Pro Rata Share of unencumbered Unencumbered Property NOI for properties owned, or ground leased under Eligible Ground Leases, by Controlled Joint Ventures 14 Include only Loan Party Pro Rata Share of acquisition costs for properties acquired by Controlled Joint Ventures 2 Include only Loan Party Pro Rata Share of acquisition costs for properties acquired by controlled Controlled Joint Ventures Form of Compliance Certificate EXHIBIT E-1 ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 Assignees] hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Term Loan Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Unencumbered Eligible Properties. Property Property Type [i.e., Hotel, Office, Retail] Qualified Development Property or Non-Stabilized Portfolio Property? [Y/N] Owned or Ground Leased [O/GL] Owner/Ground Lessee (Controlled Joint Venture or Wholly Owned Subsidiary) [CJVSubsidiary)[CJV/WO Sub] Applicable Capitalization Rate Occupancy Rate Annual Capital Expenditure Adjustment Unencumbered Property NOI1 Acquisition Cost (only for Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties) Undepreciated Book Value (only for Qualified Development Properties UndepreciatedBook Value(only forQualified DevelopmentProperties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties) Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): __% Minimum Permitted Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): 80% Aggregate Unencumbered Property NOI: $___________ Aggregate Acquisition Costs for all Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties: $___________2 Aggregate Undepreciated Book Value of all Qualified Development Properties and that are Unencumbered Eligible Properties or Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties: $___________ ___________________ 1 Include only Loan Party Pro Rata Share of unencumbered Unencumbered Property NOI for properties owned, or ground leased under Eligible Ground Leases, by Controlled Joint Ventures 2 Include only Loan Party Pro Rata Share of acquisition costs for properties acquired by controlled Controlled Joint Ventures Form of Compliance Certificate EXHIBIT E-1 ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated Term Loan Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, in the case of an assignment of the revolving credit facility, the Letters of Credit and the Swing Line Loans included in such revolving credit facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Unencumbered Eligible Properties. Property Property Type [i.e., Hotel, Office, Retail] Qualified Development Property or Non-Stabilized Portfolio Property? [Y/N] Owned or Ground Leased [O/GL] Owner/Ground Lessee (Controlled Joint Venture or Wholly Owned Subsidiary) [CJV/WO Sub] Applicable Capitalization Rate Occupancy Rate Annual Capital Expenditure Adjustment Unencumbered Property NOI1 NOI19 Acquisition Cost (only for Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties) Undepreciated Book Value (only for Qualified Development Properties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties) Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): __% Minimum Permitted Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): 80% Aggregate Unencumbered Property NOI: $___________ Aggregate Acquisition Costs for all Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties: $___________2 20 Aggregate Undepreciated Book Value of all Qualified Development Properties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties: $___________ 1 19 Include only Loan Party Pro Rata Share of unencumbered Unencumbered Property NOI for properties owned, or ground leased under Eligible Ground Leases, by Controlled Joint Ventures 2 20 Include only Loan Party Pro Rata Share of acquisition costs for properties acquired by controlled Controlled Joint Ventures Form of Compliance Certificate EXHIBIT E-1 ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 the][each]21 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 the][each]22 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 Assignees]23 hereunder are several and not joint.]4 joint.]24 Capitalized terms used but not defined herein shall have the meanings given to them in the Third Amended and Restated Term Loan Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, in the case of an assignment of the revolving credit facility, the Letters of Credit included in such revolving credit facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

Unencumbered Eligible Properties. Property Property Type [i.e., Hotel, Office, Retail] Qualified Development Property or Non-Stabilized Portfolio Property? [Y/N] Owned or Ground Leased [O/GL] Owner/Ground Lessee (Controlled Joint Venture or Wholly Owned Subsidiary) [CJVSubsidiary)[CJV/WO Sub] Applicable Capitalization Rate Occupancy Rate Annual Capital Expenditure Adjustment Unencumbered Property NOI1 Acquisition Cost (only for Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties) Undepreciated Book Value (only for Qualified Development Properties UndepreciatedBook Value(only forQualified DevelopmentProperties and Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties) Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): __% Minimum Permitted Occupancy Rate for all Unencumbered Eligible Properties (excluding Hotel Properties): 80% Aggregate Unencumbered Property NOI: $___________ Aggregate Acquisition Costs for all Newly-Acquired Portfolio Properties that are Unencumbered Eligible Properties: $___________2 Aggregate Undepreciated Book Value of all Qualified Development Properties and that are Unencumbered Eligible Properties or Non-Stabilized Portfolio Properties that are Unencumbered Eligible Properties: $___________ _____________________ 1 Include only Loan Party Pro Rata Share of unencumbered Unencumbered Property NOI for properties owned, or ground leased under Eligible Ground Leases, by Controlled Joint Ventures 2 Include only Loan Party Pro Rata Share of acquisition costs for properties acquired by controlled Controlled Joint Ventures Form of Compliance Certificate EXHIBIT E-1 ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 Assignees] hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Term Loan Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.