Common use of Immaterial Transfers and Easements, etc Clause in Contracts

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the an Individual Property (each an “Outparcel”) to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyuse, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and or (ii) shall materially impair the utility and operation of the such Individual Property or reasonably be expected to, or does, have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Individual Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument Mortgages or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument Mortgages to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (aA) thirty fifteen (3015) days days’ prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) a certificate from an Officer’s Certificate officer of Borrower reasonably stating (x1) with respect to any Transfer, the consideration, if any, being paid for the Transfer Transfer, and (y2) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Individual Property or and would not reasonably be expected to have and does not have a Material Adverse Effect; and (dD) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such TransferTransfer (which shall be paid by Borrower whether or not the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel from the Lien of the Mortgages will be permitted unless, immediately after the Release, either (i) the LTV Ratio is equal to or less than one hundred twenty-five percent (125%) (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust, based solely on the value of the real property excluding personal property and going concern value, if any) or (ii) the principal balance of the Loan is paid down by the least of the following amounts: (A) an amount equal to the net proceeds or other compensation paid by a Governmental Authority in connection with a Transfer described in Section 7.5(a)(i), (B) the fair market value of the Outparcel at the time of release, or (C) an amount such that the LTV Ratio (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee Provided no Event of Default exists, the Borrowers may, without the consent of Lender, (i) make immaterial Transfers of portions of the any Property to Governmental Authorities for dedication or for public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyuse, and (ii) grant easements, restrictions, covenants, reservations and rights of way with respect to any Property in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfertransfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the such Property or have a Material Adverse Effect on the value of the such Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.311.7, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the such Property affected by such Condemnation or such Transfer transfer from the Lien lien of the Security Instrument or, in the case of clause (ii) above, applicable Mortgage or to subordinate the Lien applicable Mortgage to any such easement, restriction, covenant, reservation or right of way within ten (10) days of Lender's receipt of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender offollowing: (aA) thirty ten (3010) days prior written notice thereof;. (bB) a copy of the instrument or instruments of Transfer;transfer. (cC) an Officer’s Certificate officer's certificate given by the Borrowers stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and. (dD) reimbursement of all of Lender’s reasonable 's reasonable, out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien Liens of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the a Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (cb) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (dc) reimbursement of all of Lender’s reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of LenderAdministrative Agent, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course Ordinary Course of business Business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as or otherwise result in a wholeMaterial Adverse Effect. In connection with any Transfer permitted pursuant to this Section 8.3, Lender Administrative Agent shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender Administrative Agent of: (aA) thirty (30) days prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (dD) reimbursement of all of LenderAdministrative Agent’s reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee Provided no Event of Default exists, the Borrowers may, without the consent of Lender, (i) make immaterial Transfers of portions of the any Property to Governmental Authorities for dedication or for public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyuse, and (ii) grant easements, restrictions, covenants, reservations and rights of way with respect to any Property in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfertransfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the such Property or have a Material Adverse Effect on the value of the such Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.311.7, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the such Property affected by such Condemnation or such Transfer transfer from the Lien lien of the Security Instrument or, in the case of clause (ii) above, applicable Mortgage or to subordinate the Lien applicable Mortgage to any such easement, restriction, covenant, reservation or right of way within ten (10) days of Lender's receipt of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender offollowing: (aA) thirty Ten (3010) days prior written notice thereof;. (bB) a A copy of the instrument or instruments of Transfer;transfer. (cC) an Officer’s Certificate An officer's certificate given by the Borrowers stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and. (dD) reimbursement Reimbursement of all of Lender’s reasonable 's reasonable, out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee Provided no Event of Default exists, the Borrowers may, without the consent of Lender, (i) make immaterial Transfers of portions of the any Property to Governmental Authorities for dedication or for public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyuse, and (ii) grant easements, restrictions, covenants, reservations and rights of way with respect to any Property in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfertransfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the such Property or have a Material Adverse Effect on the value of the such Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.311.7, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the such Property affected by such Condemnation or such Transfer transfer from the Lien lien of the Security Instrument or, in the case of clause (ii) above, applicable Mortgage or to subordinate the Lien applicable Mortgage to any such easement, restriction, covenant, reservation or right of way within ten (10) days of Lender's receipt of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender offollowing: (aA) thirty Ten (3010) days prior written notice thereof;. (bB) a A copy of the instrument or instruments of Transfer;transfer. (cC) an Officer’s Certificate An officer's certificate given by the Borrowers stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and. 101 (dD) reimbursement Reimbursement of all of Lender’s reasonable 's reasonable, out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee Provided no Event of Default exists, the Borrowers may, without the consent of Lender, (i) make immaterial Transfers of portions of the applicable Property to Governmental Authorities for dedication or for public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyuse, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfertransfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the such Property or have a Material Adverse Effect on the value of the such Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.311.7, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the such Property affected by such Condemnation or such Transfer transfer from the Lien lien of the Security Instrument or, in the case Deed of clause (ii) above, to subordinate the Lien of the Security Instrument Trust to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon within ten (10) days of Lender's receipt by Lender ofof the following: (aA) thirty Ten (3010) days prior written notice thereof;. (bB) a A copy of the instrument or instruments of Transfer;transfer. (cC) an Officer’s Certificate An officer's certificate given by the Borrowers stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and. (dD) reimbursement Reimbursement of all of Lender’s reasonable 's reasonable, out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the applicable Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the applicable Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse EffectEffect on the value of the Property taken as a whole; and (d) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee (or in the case of the Maryland Property, Maryland Loan Guarantor) may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way and similar encumbrances in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance Transfer set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on (it being agreed that in the value event that Lender's approval shall be required with respect to any such Transfer which would not have a Material Adverse Effect, then such approval shall not be unreasonably withheld). Notwithstanding the foregoing, Borrower shall be permitted to grant any easement (a "Citibank Easement") which Borrower is required to grant pursuant to the terms of Article 33 of the Property taken as a wholeCitibank Lease. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument and to modify the definition of "Property" accordingly or, in the case of clause (ii) aboveabove or a Citibank Easement, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty twenty (3020) days days' prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s 's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse EffectEffect or is a Citibank Easement; and (d) reimbursement of all of Lender’s 's reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the Property that was given no value in the appraisal delivered in connection with the closing of the Loan to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyeach an "Outparcel"), and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and or (ii) shall materially impair the utility and operation of the Property or reasonably be expected to, or does, have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument Mortgage or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (aA) thirty fifteen (3015) days prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) a certificate from an Officer’s Certificate officer of Borrower stating (x1) with respect to any Transfer, the consideration, if any, being paid for the Transfer Transfer, and (y2) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or and would not reasonably be expected to have and does not have a Material Adverse Effect; and (dD) reimbursement of all of Lender’s 's reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees and disbursements) incurred in connection with such TransferTransfer (which shall be paid by Borrower whether or not the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel from the Lien of the Mortgage will be permitted unless, immediately after the Release, either (i) the LTV Ratio is equal to or less than one hundred twenty-five percent (125%) (such value to be determined, in Lender's sole discretion, by any commercially reasonable method permitted to a REMIC Trust, based solely on the value of the real property excluding personal property and going concern value, if any) or (ii) the principal balance of the Loan is paid down by the least of the following amounts: (A) an amount equal to the net proceeds or other compensation paid by a Governmental Authority in connection with a Transfer described in Section 7.5(a)(i), (B) the fair market value of the Outparcel at the time of release, or (C) an amount such that the LTV Ratio (as so determined by Lender) does not increase after the release, unless the Lender receives an opinion of counsel that such Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the an Individual Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyeach an “Outparcel”), and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and or (ii) shall materially impair the utility and operation of the such Individual Property or reasonably be expected to, or does, have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Individual Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument Mortgages or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument Mortgages to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (aA) thirty fifteen (3015) days days’ prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) a certificate from an Officer’s Certificate officer of Borrower stating (x1) with respect to any Transfer, the consideration, if any, being paid for the Transfer Transfer, and (y2) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Individual Property or and would not reasonably be expected to have and does not have a Material Adverse Effect; and (dD) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred 00000000.00.XXXXXXXX 120 in connection with such TransferTransfer (which shall be paid by Borrower whether or not the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel from the Lien of the Mortgages will be permitted unless, immediately after the Release, either (i) the LTV Ratio is equal to or less than one hundred twenty-five percent (125%) (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust, based solely on the value of the real property excluding personal property and going concern value, if any) or (ii) the principal balance of the Loan is paid down by the least of the following amounts: (A) an amount equal to the net proceeds or other compensation paid by a Governmental Authority in connection with a Transfer described in Section 7.5(a)(i), (B) the fair market value of the Outparcel at the time of release, or (C) an amount such that the LTV Ratio (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the any Individual Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) oreach an “Outparcel”), portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and or (ii) shall materially impair the utility and operation of the any Individual Property or reasonably be expected to, or does, have a Material Adverse Effect on Effect, and (iii) consummate the value GDOT Condemnation to the extent such Condemnation is consistent with the description of the Property taken as a wholetransaction set forth in the definition thereof. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Individual Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument applicable Mortgage or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument applicable Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (aA) thirty fifteen (3015) days days’ prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) a certificate from an Officer’s Certificate officer of Borrower stating (x1) with respect to any Transfer, the consideration, if any, being paid for the Transfer Transfer, and (y2) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the applicable Individual Property or and would not reasonably be expected to have and does not have a Material Adverse Effect; and (dD) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such TransferTransfer (which shall be paid by Borrower whether or not the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel from the Lien of the Mortgage will be permitted unless, immediately after the Release, either (i) the LTV Ratio is equal to or less than one hundred twenty-five percent (125%)) or (ii) the principal balance of the Loan is paid down by the least of the following amounts: (A) an amount equal to the net proceeds or other compensation paid by a Governmental Authority in connection with a Transfer described in Section 7.5(a)(i), (B) the fair market value of the Outparcel at the time of release, or (C) an amount such that the LTV Ratio does not increase after the release, unless the Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the an Individual Property (each an “Outparcel”) to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyuse, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and or (ii) shall materially impair the utility and operation of the such Individual Property or reasonably be expected to, or does, have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Individual Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument Mortgages or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument Mortgages to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (aA) thirty fifteen (3015) days days’ prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) a certificate from an Officer’s Certificate officer of Bxxxxxxx stating (x1) with respect to any Transfer, the consideration, if any, being paid for the Transfer Transfer, and (y2) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Individual Property or and would not reasonably be expected to have and does not have a Material Adverse Effect; and (dD) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such TransferTransfer (which shall be paid by Borrower whether or not the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel from the Lien of the Mortgages will be permitted unless, immediately after the Release, either (i) the LTV Ratio is equal to or less than one hundred twenty-five percent (125%) (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust, based solely on the value of the real property excluding personal property and going concern value, if any, provided, however, Borrower will not, under any circumstances, be required to obtain an appraisal or broker’s opinion of value in connection with Lender making its determination if Borrower certifies that the REMIC LTV is less than one hundred twenty five percent (125%)) or (ii) the principal balance of the Loan is paid down by the least of the following amounts: (A) an amount equal to the net proceeds or other compensation paid by a Governmental Authority in connection with a Transfer described in Section 7.5(a)(i), (B) the fair market value of the Outparcel at the time of release, or (C) an amount such that the LTV Ratio (as so determined by Lender) does not increase after the release, unless Lxxxxx receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer Transfer, permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officera Borrower’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien Liens of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the a Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (cb) an Officer’s 's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (dc) reimbursement of all of Lender’s 's reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee and/or Maryland Owner may, without the consent of Lender, (ia) make immaterial Transfers of portions of the any Individual Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, or portions of the such Individual Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, such Individual Property and (iib) grant easements, restrictions, covenants, reservations and rights of rights-of-way (including reciprocal easements and operating agreements) in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities utilities, shared parking, common areas or for other purposes customary for properties similar purposesto the Individual Property, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (ia) or (b) would reasonably be expected to have an Individual Material Adverse Effect on such Individual Property taken as a whole (it being agreed that (x) the release of vacant land shall not in and of itself be deemed to have an adverse effect on the value of the related Individual Property except to the extent, if any, such land was assigned value in the appraisals performed contemporaneously herewith and (iiy) with respect to any reciprocal easement and operating agreement, Lender shall materially impair have the utility and operation of right to make its own reasonable determination as to whether the Property or same would have a an Individual Material Adverse Effect on the value of the Property taken as a wholerelated Individual Property). In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause paragraph (ia) above, to release the portion of the any Individual Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument orand/or, in the case of clause paragraph (iib) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of rights-of-way or other similar grants upon receipt by Lender of: (a1) thirty Borrower shall have delivered to Lender all documentary deliveries required pursuant to this Section 8.3 at least fifteen (3015) days prior written notice thereofto the requested effective date of such proposed Transfer (except as Lender may in its reasonable discretion shorten such period); (b2) a copy of the instrument or instruments of Transfer; (c3) an Officer’s Certificate stating (xA) with respect to any Transfer, the consideration, if any, being paid for the Transfer Transfer, and (yB) that such Transfer does would not materially impair the utility and operation of the Property, materially reduce the value of the Property or reasonably be expected to have a an Individual Material Adverse EffectEffect on the Individual Property in question (taking into account the parenthetical in the proviso in the first sentence of Section 8.3 above); and (d4) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s 's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s 's reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of LenderAdministrative Agent, (ia) make immaterial Transfers transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, or immaterial portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (iib) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfertransfer, conveyance or encumbrance set forth in the foregoing clauses (ia) and or (iib) shall materially impair the utility and operation of the Property or be reasonably expected to have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.36.5, Lender Administrative Agent shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers transfers referred to in clause (ia) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer transfer from the Lien of the Security Instrument or, in the case of clause (iib) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender Administrative Agent of: (aA) thirty fifteen (3015) days days’ prior written notice thereof; (bB) a copy of the instrument or instruments of Transfereffecting such transfer or other grant; (cC) an Officera Borrower’s Certificate stating (xA) with respect to any Transfertransfer, the consideration, if any, being paid for the Transfer transfer, and (yB) that such Transfer transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or would reasonably be expected to have or does have a Material Adverse Effect; and (dD) reimbursement of all of LenderAdministrative Agent’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such Transfertransfer or grant.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or), or immaterial Transfers of portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, licenses, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any a written instrument reasonably necessary or appropriateappropriate and in form reasonably satisfactory to Lender, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does will not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (ia) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (iib) grant easements, restrictions, covenants, reservations and rights of way (or modifications thereto) in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (ia) and (iib) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause clause (ia) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument or, in the case of clause (iib) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (ai) thirty (30) 30 days prior written notice thereof; (bii) a copy of the instrument or instruments of Transfer; (ciii) an Officer’s Certificate stating (xA) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (yB) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (div) reimbursement of all of Lender’s reasonable costs and expenses incurred in connection with such TransferTransfer (for the avoidance of any doubt, no fees of any nature shall be assessed by Lender in connection with this Section 8.3).

Immaterial Transfers and Easements, etc. The Borrower and Operating Lessee Lessees may, without the consent of Lenderthe Administrative Agent, (i) make immaterial Transfers (including, but not limited to, lot line adjustments) of portions of the Mortgaged Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.27.3(2)) or, portions of the Mortgaged Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the PropertyMortgaged Property or resolving encroachment issues, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for resolving encroachment issues for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the subject Mortgaged Property or have a Portfolio Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5(3), Lender the Administrative Agent shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Mortgaged Property affected by such Condemnation or such Transfer from the Lien of the applicable Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the such Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender the Administrative Agent of: (aA) thirty (30) days prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the subject Mortgaged Property, materially reduce the value of the Mortgaged Property or have a Portfolio Material Adverse Effect; and (dD) reimbursement of all of Lenderthe Administrative Agent’s reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee may, without the consent of LenderAdministrative Agent, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property), and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course Ordinary Course of business Business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on materially reduce the value of the Property taken as or otherwise result in a wholeMaterial Adverse Effect. In connection with any Transfer permitted pursuant to this Section 8.3, Lender Administrative Agent shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender Administrative Agent of: (aA) thirty (30) days prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (dD) reimbursement of all of LenderAdministrative Agent’s reasonable costs and expenses incurred in connection with such Transfer. (b) Notwithstanding anything to the contrary contained in the Loan Documents, the following Transfers shall be permitted hereunder: (i) a Lease, or any other Transfer of the Property or any portion thereof, entered into in accordance with the Loan Documents; and (ii) Transfers in connection with a Permitted Encumbrance.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee mayshall be permitted to cause Mortgage Borrower to, in accordance with the terms of the Mortgage Loan Agreement, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the an Individual Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the such Individual Property or reasonably be expected to, or does, have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender Borrower shall (i) provide fifteen (15) days’ prior written notice to Lender, (ii) execute and deliver any instrument reasonably necessary to Lender the equivalent of all documents required to be delivered to Mortgage Lender pursuant to Section 7.5 of the Mortgage Loan Agreement and (iii) reimburse Lender for all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such Transfer (which shall be paid by Borrower whether or appropriatenot the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel (as defined in the case of the Transfers referred to in clause (iMortgage Loan Agreement) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument or, in Mortgages and no release of the case of clause (ii) above, to subordinate related Collateral from the Lien of the Security Instrument Pledge Agreement will be permitted unless, immediately after the Release, either (i) the LTV Ratio is equal to or less than one hundred twenty-five percent (125%) (such easementsvalue to be determined, restrictionsin Lender’s sole discretion, covenantsby any commercially reasonable method permitted to a REMIC Trust, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce based solely on the value of the Property real property excluding personal property and going concern value, if any) or have (ii) the principal balance of the Loan is paid down by the least of the following amounts: (A) an amount equal to the net proceeds or other compensation paid by a Material Adverse Effect; and (d) reimbursement of all of Lender’s reasonable costs and expenses incurred Governmental Authority in connection with a Transfer described in Section 7.5(a)(i), (B) the fair market value of the Outparcel at the time of release, or (C) an amount such Transferthat the LTV Ratio (as so determined by Lender) does not increase after the release, unless Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposespurposes (including, but not limited to, easements required to be granted pursuant to the terms of the REA and the Air Rights Lease), provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer Transfer, permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty twenty (3020) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s 's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s 's reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, cable, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation Taking or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s 's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s 's reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the any Individual Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyeach an “Outparcel”), and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and or (ii) shall materially impair the utility and operation of the any Individual Property or reasonably be expected to, or does, have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Individual Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument applicable Mortgage or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument applicable Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (aA) thirty fifteen (3015) days days’ prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) a certificate from an Officer’s Certificate officer of Borrower stating (x1) with respect to any Transfer, the consideration, if any, being paid for the Transfer Transfer, and (y2) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the applicable Individual Property or and would not reasonably be expected to have and does not have a Material Adverse Effect; and (dD) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such TransferTransfer (which shall be paid by Borrower whether or not the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel from the Lien of the Mortgage will be permitted unless, immediately after the Release, either (i) the LTV Ratio is equal to or less than one hundred twenty-five percent (125%)) or (ii) the principal balance of the Loan is paid down by the least of the following amounts: (A) an amount equal to the net proceeds or other compensation paid by a Governmental Authority in connection with a Transfer described in Section 7.5(a)(i), (B) the fair market value of the Outparcel at the time of release, or (C) an amount such that the LTV Ratio does not increase after the release, unless the Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

Immaterial Transfers and Easements, etc. (a) Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Propertyeach an “Outparcel”), and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and or (ii) shall materially impair the utility and operation of the Property or reasonably be expected to, or does, have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument Mortgage or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (aA) thirty fifteen (3015) days prior written notice thereof; (bB) a copy of the instrument or instruments of Transfer; (cC) a certificate from an Officer’s Certificate officer of Borrower stating (x1) with respect to any Transfer, the consideration, if any, being paid for the Transfer Transfer, and (y2) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or and would not reasonably be expected to have and does not have a Material Adverse Effect; and (dD) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such TransferTransfer (which shall be paid by Borrower whether or not the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel from the Lien of the Mortgage will be permitted unless, immediately after the Release, either (i) the LTV Ratio is equal to or less than one hundred twenty-five percent (125%) (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust, based solely on the value of the real property excluding personal property and going concern value, if any) or (ii) the principal balance of the Loan is paid down by the least of the following amounts: (A) an amount equal to the net proceeds or other compensation paid by a Governmental Authority in connection with a Transfer described in Section 7.5(a)(i), (B) the fair market value of the Outparcel at the time of release, or (C) an amount such that the LTV Ratio (as so determined by Lender) does not increase after the release, unless the Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

Immaterial Transfers and Easements, etc. Borrower and Operating Lessee may, without the consent of Lender, (i) make immaterial Transfers (including, but not limited to, (A) lot line adjustments, (B) with respect to the Doral Property, complete certain re-plats and lot line adjustments as contemplated by the documents attached hereto as Exhibit P-1, and (C) with respect to the Grand Wailea Property, make transfers of certain lots and easements to the County of Maui, as contemplated by the documents attached hereto as Exhibit P-2) of portions of the Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the PropertyProperty or resolving encroachment, subdivision, or other development permit issues, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for resolving encroachment issues for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the Property or have a Material Adverse Effect on the value of the Property taken as a whole. In connection with any Transfer permitted pursuant to this Section 8.3, Lender shall execute and deliver any instrument (including but not limited to those set forth on Exhibit P) reasonably necessary or appropriate, in the case of the Transfers referred to in clause (i) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument or, in the case of clause (ii) above, to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s 's Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s 's reasonable costs and expenses incurred in connection with such Transfer.

Immaterial Transfers and Easements, etc. (a) Borrower shall be permitted to cause Mortgage Borrower to, in accordance with the terms of the Mortgage Loan Agreement, the Mezzanine B Loan Agreement and Operating Lessee maythe Mezzanine A Loan Agreement, without the consent of Lender, (i) make immaterial Transfers of unimproved, non-income producing portions of the an Individual Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6.2) or, portions of the Property to third parties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph or other fiber optic or other data transmission lines, electric lines or other utilities or for other similar purposes, provided that no such Transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of the such Individual Property or reasonably be expected to, or does, have a Material Adverse Effect on the value of the Property taken as a wholeEffect. In connection with any Transfer permitted pursuant to this Section 8.37.5, Lender Borrower shall (i) provide fifteen (15) days’ prior written notice to Lender, (ii) execute and deliver any instrument reasonably necessary to Lender the equivalent of all documents required to be delivered to Mortgage Lender pursuant to Section 7.5 of the Mortgage Loan Agreement and (iii) reimburse Lender for all of Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with such Transfer (which shall be paid by Borrower whether or appropriatenot the proposed Transfer actually occurs). (b) Notwithstanding the foregoing provisions of this Section 7.5, for so long as the Loan is included in a REMIC Trust in connection with a Securitization, no release of the Outparcel (as defined in the case of the Transfers referred to in clause (iMortgage Loan Agreement) above, to release the portion of the Property affected by such Condemnation or such Transfer from the Lien of the Security Instrument or, in Mortgages and no release of the case of clause (ii) above, to subordinate related Collateral from the Lien of the Security Instrument to such easementsPledge Agreement will be permitted unless, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) thirty (30) days prior written notice thereof; (b) a copy of the instrument or instruments of Transfer; (c) an Officer’s Certificate stating (x) with respect to any Transfer, the consideration, if any, being paid for the Transfer and (y) that such Transfer does not materially impair the utility and operation of the Property, materially reduce the value of the Property or have a Material Adverse Effect; and (d) reimbursement of all of Lender’s reasonable costs and expenses incurred in connection with such Transfer.immediately