Common use of Uncross of Properties Clause in Contracts

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (C) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon Lender’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agencies.

Uncross of Properties. (a) Borrower agrees that If at any time following the Closing Date, Lender or its designee shall have the unilateral right elect to elect to, remove any Individual Property from time to time, uncross any of the Properties and any Collateral related thereto a Securitization (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that (A) the original Loan Documents in order to allocate to such Affected Property a new note and other loan documents (collectively, the “Remaining New Note”), evidencing a separate loan in the amount of the Allocated Loan Documents”) evidence and secure only the Remaining Loan and relate only Amount applicable to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the such Affected Property, (ii) allocate including, the transfer of the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, in the aggregate, not (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (BI) any material monetary obligation of Borrower under the Loan Documents or Documents, including without limitation, the initial weighted average interest rate payable under the Note, (Cx) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other material economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other obligation of Borrower under the Loan Documents Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in any material respectsubstantially the same form as the Loan Documents. In connection with the uncrossing removal of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.3.4, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to such Affected Property and the new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. . The New Note shall have (bw) Borrower shall the same initial weighted average interest rate payable under the Note, (and shall cause each Borrower Party tox) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation the same stated maturity of the foregoingNote, upon and (y) no amortization of principal. At the request of Lender’s request, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence that would be reasonably satisfactory to Lender a prudent lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) Individual Borrowers owning Properties other than the Affected Property following such Uncrossing Event removal have not been adversely affected and are in accordance compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Remaining Loan DocumentsInsolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (iiB) deliver evidence to Lender if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the single purpose nature and bankruptcy remoteness release of the Borrower(s) owning the Affected Property following such release have will not been adversely affected and are in accordance with the terms and provisions be a “significant modification” of the Uncrossed Loan Documents; (iii) deliver within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to Lender such legal opinions and updated legal opinions fail to qualify as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (ivand the Original Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) take the actions contemplated in subsection (a) above connection with this Section 9.3.4 (including, without limitation, executing any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the Uncrossed Loan Documents transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and amendments operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required paid by Lender or the Rating Agenciesits designee pursuant to Section 9.4 below.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related theretoProperties, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related theretoProperties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related theretoProperty, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional reasonable actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, increase (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (CB) any other material obligation of Borrower under the Loan Documents; provided, however, none of the foregoing shall increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents nor increase the rights or decrease the obligations of Lender (Borrower acknowledging and agreeing that Borrower complying with requests by Lender pursuant to, and in accordance with, this Section 11.8 in and of itself shall not be deemed to increase any material respectobligations of Borrower or decrease any rights of Borrower). In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 11.8 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably fully cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon Lender’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender reasonably shall require or the Rating Agencies shall requirerequire (including, provided that without limitation, an update to the Non-Consolidation Opinion acceptable to the Rating Agencies and reasonably acceptable to Lender or a New Non-Consolidation Opinion and Borrower shall in no event be required use commercially reasonable efforts to deliver an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to lender customary qualifications, assumptions and exceptions opining that any REMIC Trust formed pursuant to a REMIC Opinion taking into account any Uncrossing EventSecuritization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents Documents, Ground Leases and other materials as may be reasonably required by Lender or the Rating Agencies.

Uncross of Properties. (a) Borrower Xxxxxxxx agrees that at any time Lender Xxxxxx shall have the unilateral right to elect to, from time to time, uncross any of the one or more Individual Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining LoanProperties”). In furtherance thereof, Lender shall have the right to (ia) sever and/or or divide the Note and the other Loan Documents so that (A) in order to allocate to such Affected Properties the original portion of the Loan Documents allocable to such Affected Properties to be evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed then outstanding Allocated Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Amount applicable to the Affected PropertyProperties, (iib) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperties, (iiic) release any cross-default and/or cross-collateralization provisions applicable to such the Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) Properties and (ivd) take such additional actions action consistent therewith (includingor necessary to create multiple pools of Individual Properties that may be sold or securitized; provided that such New Note secured by the Affected Properties, without limitation, requiring delivery of together with the Uncrossed Loan Documents and amendments to secured by the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documentsremaining Properties, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (Bi) any material monetary obligation of Borrower under the Loan Documents Documents, or (Cii) any right or other material obligation of Borrower under the Loan Documents in any material respectother than to a de minimis extent. In connection with the uncrossing transfer of any such the Affected Property Properties as provided for in this Section 11.9 (an “Uncrossing Event”)9.1.3, the Remaining Loan shall be reduced by an amount equal to the amount of the Uncrossed Loan New Note applicable to the Affected Properties and the Uncrossed Loan new loan secured by the Affected Properties and evidenced by the New Note shall be in an amount equal to the applicable Allocated Loan Amount. Subsequent to the release of the Affected Properties from the lien of the Loan pursuant to this Section 9.1.3, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the applicable Allocated Loan Amount applicable to of the Affected Property. (b) Properties, and such prepayment had been applied pro rata to all remaining payments. At the request of Lender, Borrower shall (and shall cause each Borrower Party to) reasonably otherwise cooperate with Lender in its attempt to effectuate each Uncrossing Event. Without limitation satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the foregoingAffected Properties from the Securitization and splitting of the Loan shall not cause a downgrade, upon Lender’s requestwithdrawal or qualification of the then current ratings of the Securities or any class thereof, Borrower which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) Individual Borrowers owning Individual Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property Properties following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Uncrossed Insolvency Opinion); and (B) the execution of such documents and instruments and delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel (if such is correct under applicable Legal Requirements) that the release of the Affected Property will not be a “significant modification” of this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to a REMIC Trust, have been satisfied or have not otherwise been violated. Provided that no Event of Default shall have occurred and be continuing under the Loan Documents; (iii) deliver , and unless effectuated prior to the Securitization of any portion of the Loan, Lender such legal opinions shall cause all reasonable costs and updated legal opinions as Lender or the Rating Agencies shall require, provided that expenses incurred by Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above connection with this Section 9.1.3 (including, without limitation, executing any costs and expenses incurred by Borrower in connection with the Uncrossed transfer of the Affected Properties to a Special Purpose Entity, the modifications of the Loan Documents and/or the maintenance and amendments operation of such Special Purpose Entity) to be paid by Xxxxxx, subject to the Loan Documents); Borrower Legal Cost Cap and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agenciesterms of Section 9.1.4 below.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related theretoProperties, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related theretoProperties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto create one or more separate mortgage loans (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related theretoProperty, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an and cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, increase (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (CB) any other material obligation of Borrower under the Loan Documents in any material respecteach case other than to a de minimus extent. In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property. Borrower acknowledges and agrees that the execution of any documents in connection with an Uncrossing Event in accordance with terms and conditions hereof shall not in itself increase the obligations or decrease the rights of Borrower pursuant to the Loan Documents. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender as reasonably requested to effectuate each Uncrossing Event. Without limitation of the foregoing, upon Lender’s reasonable request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver such evidence as may be reasonably available to Lender that Borrower that, to the extent applicable, the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender shall reasonably require or the Rating Agencies shall requirerequire (including, provided that Borrower shall in no event be required to deliver to lender without limitation, a New Non-Consolidation Opinion and a REMIC Opinion taking into account any Uncrossing EventOpinion); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, endorsements and title insurance policies, and use commercially reasonable efforts to deliver documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or required by the Rating Agencies.

Uncross of Properties. (a) Borrower agrees that If at any time following the Closing Date, Lender or its designee shall have the unilateral right elect to elect to, remove any Individual Property from time to time, uncross any of the Properties and any Collateral related thereto a Securitization (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that (A) the original Loan Documents in order to allocate to such Affected Property a new note and other loan documents (collectively, the “Remaining New Note”), evidencing a separate loan in the amount of the Allocated Loan Documents”) evidence and secure only the Remaining Loan and relate only Amount applicable to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the such Affected Property, (ii) allocate including, the transfer of the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, in the aggregate, not (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (BI) any material monetary obligation of Borrower under the Loan Documents or Documents, including without limitation, the initial weighted average interest rate payable under the Note, (Cx) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other material economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other obligation of Borrower under the Loan Documents Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in any material respectsubstantially the same form as the Loan Documents. In connection with the uncrossing removal of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.3.4, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to such Affected Property and the new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. . The New Note shall have (bw) Borrower shall the same initial weighted average interest rate payable under the Note, (and shall cause each Borrower Party tox) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation the same stated maturity of the foregoingNote, upon and (y) no amortization of principal. At the request of Lender’s request, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence that would be reasonably satisfactory to Lender a prudent lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) Individual Borrowers owning Properties other than the Affected Property following such Uncrossing Event removal have not been adversely affected and are in accordance compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Remaining Loan DocumentsInsolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (iiB) deliver evidence to Lender if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the single purpose nature and bankruptcy remoteness release of the Borrower(s) owning the Affected Property following such release have will not been adversely affected and are in accordance with the terms and provisions be a “significant modification” of the Uncrossed Loan Documents; (iii) deliver within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to Lender such legal opinions and updated legal opinions fail to qualify as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (ivand the Mezzanine Borrower under Section 9.3.4 of the Original Mezzanine Loan Agreement) take the actions contemplated in subsection (a) above connection with this Section 9.3.4 (including, without limitation, executing any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the Uncrossed Loan Documents transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and amendments operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required paid by Lender or the Rating Agenciesits designee pursuant to Section 9.4 below.

Uncross of Properties. (a) Each Individual Each Individual Borrower agrees that at any time Lender shall have the unilateral right to elect toright, at any time and from time to time, uncross to release any of the Properties and any Collateral related thereto Individual Property (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan or Individual Borrower from the portion cross-defaulting and/or the cross-collateralization effected pursuant to the grant of the Debt to be applicable Mortgage from such Individual Borrower and secured by the Affected Property and any Collateral related thereto (such portion lien of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”)applicable Mortgage. In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that in order to allocate to such Affected Property the portion of the Loan allocable to such Individual Property (Athe “Release Amount”) the original Loan Documents evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Release Amount applicable to the such Affected Property, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents (provided, however, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, subsequently cause the weighted average coupon of such New Note to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), or (CB) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing transfer of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.2, the Remaining Loan shall be reduced by an amount equal to the amount of the Uncrossed Loan New Note applicable to such Affected Property and the Uncrossed Loan new loan secured by such Affected Property and the New Note shall be in an amount equal to such Release Amount. Subsequent to the Allocated release of the Affected Property from the lien of the Loan pursuant to this Section 9.2, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Release Amount applicable to of the Affected Property. (b) . At the request of Lender, each Individual Borrower shall (and shall cause each Borrower Party to) reasonably otherwise cooperate with Lender in its attempt to effectuate each Uncrossing Event. Without limitation satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the foregoingAffected Property from the Securitization and splitting of the Loan shall not cause a downgrade, upon Lender’s requestwithdrawal or qualification of the then current ratings of the Securities or any class thereof, Borrower which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) each Individual Borrower owning Properties an Individual Property other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; this Agreement (iii) deliver which evidence may include a “bring-down” of a bankruptcy non-consolidation opinion from counsel acceptable to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing EventAgencies); and (ivB) take the actions contemplated execution of such documents and instruments and delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of this Loan within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to the REMIC Trust the holds the Note (if applicable), have been satisfied or have not otherwise been violated. All reasonable third party costs and expenses incurred by Borrower and Guarantor in subsection (a) above connection with Borrower’s complying with this Section 9.2 (including, without limitation, executing the Uncrossed Loan Documents fees and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or expenses of the Rating Agencies) shall be paid by Lender.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related theretoProperties, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related theretoProperties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related theretoProperty, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, increase (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (CB) any other material obligation of Borrower under the Loan Documents in any material respectrespect (Borrower acknowledging that the mere act of compliance with this Section 11.8 shall not increase any monetary or other obligation of Borrower). In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 11.8 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon Lender’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall requirerequire (including, provided that Borrower shall in no event be required to deliver to lender without limitation, a New Non-Consolidation Opinion and a REMIC Opinion taking into account any Uncrossing EventOpinion); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agencies.

Uncross of Properties. (a) Borrower Bxxxxxxx agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related theretoProperties, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related theretoProperties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related theretoProperty, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, increase (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (CB) any other material obligation of Borrower under the Loan Documents in any material respectrespect (Borrower acknowledging that the mere act of compliance with this Section 11.8 shall not increase any monetary or other obligation of Borrower). In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 11.8 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon LenderLxxxxx’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall requirerequire (including, provided that Borrower shall in no event be required to deliver to lender without limitation, a New Non-Consolidation Opinion and a REMIC Opinion taking into account any Uncrossing EventOpinion); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agencies.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining LoanCollateral”). In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the any Note and the other Loan Documents so that in order to allocate to such Affected Collateral the portion of the Loan allocable to such Collateral (Athe “Allocated Loan Amount”) the original Loan Documents evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Allocated Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Amount applicable to the such Affected PropertyCollateral, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanCollateral, (iii) release any cross-cross- default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) Collateral and (iv) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Collateral, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Collateral, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents (provided, however, it being acknowledged and agreed that such New Notes shall immediately after the dividing of the Note have the same initial weighted average coupon as the original Note prior to such dividing, notwithstanding that such New Notes may, in connection with the application of principal to such New Notes, subsequently cause the weighted average coupon of such New Notes to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), or (CB) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing transfer of any such Affected Property Collateral as provided for in this Section 11.9 (an “Uncrossing Event”)9.1.5, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan New Note applicable to such Affected Collateral and the Uncrossed new loan secured by such Affected Collateral and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Collateral from the lien of the Loan pursuant to this Section 9.1.5, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount applicable to of the Affected Property. (b) Collateral. At the request of Lender, Borrower shall (and shall cause each Borrower Party to) reasonably otherwise cooperate with Lender in its attempt to effectuate each Uncrossing Event. Without limitation satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the foregoingAffected Collateral from the Securitization and splitting of the Loan shall not cause a downgrade, upon Lender’s requestwithdrawal or qualification of the then current ratings of the Securities or any class thereof, Borrower which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) Borrower owning Properties an Individual Property other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property Collateral following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan DocumentsInsolvency Opinion); and (vB) deliver the execution of such title endorsements, title insurance policies, documents and/or and instruments relating to the Property Documents and other materials as may be reasonably required delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Collateral will not be a “significant modification” of this Loan within the meaning of Section 1.860G2(b) of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to a REMIC Trust, have been satisfied or the Rating Agencieshave not otherwise been violated.

Uncross of Properties. (a) Each Individual Borrower agrees that at any time Lender shall have the unilateral right to elect toright, at any time and from time to time, uncross to release any of the Properties and any Collateral related thereto Individual Property (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan or Individual Borrower from the portion cross-defaulting and/or the cross-collateralization effected pursuant to the grant of the Debt to be Mortgage from such Individual Borrower and secured by the Affected Property and any Collateral related thereto (such portion lien of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”)applicable Mortgage. In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that in order to allocate to such Affected Property the portion of the Loan allocable to such Individual Property (Athe “Allocated Loan Amount”) the original Loan Documents which portion shall be evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Allocated Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Amount applicable to the such Affected Property, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents (provided, however, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, subsequently cause the weighted average coupon of such New Note to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), or (CB) any other material obligation of Borrower under the Loan Documents in any material respectrespect or decrease the rights of Borrower under the Loan Documents. In connection with the uncrossing transfer of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.2, the Remaining Loan shall be reduced by an amount equal to the amount of the Uncrossed Loan New Note applicable to such Affected Property and the Uncrossed new loan secured by such Affected Property and the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.2, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount applicable to of the Affected Property. (b) . At the request of Lender, each Individual Borrower shall (and shall cause each Borrower Party to) reasonably otherwise cooperate with Lender in its attempt to effectuate each Uncrossing Event. Without limitation satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the foregoingAffected Property from the Securitization and splitting of the Loan shall not cause a downgrade, upon Lender’s requestwithdrawal or qualification of the then current ratings of the Securities or any class thereof, Borrower which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) each Individual Borrower owning Properties an Individual Property other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan DocumentsInsolvency Opinion); and (vB) deliver the execution of such title endorsementsdocuments and instruments and delivery by Lender of such opinions of counsel as are typical for similar transactions, title insurance policiesincluding, documents and/or instruments relating an opinion of counsel that the release of the Affected Property will not be a “significant modification” of this Loan within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to the Property Documents and other materials as may be reasonably required by Lender REMIC Trust that holds the Note (if applicable), have been satisfied or the Rating Agencies.have not otherwise been violated. 90523206v16

Uncross of Properties. (a) Borrower agrees that If at any time following the Closing Date, Lender or its designee shall have the unilateral right elect to elect to, remove any Individual Property from time to time, uncross any of the Properties and any Collateral related thereto a Securitization (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that (A) the original Loan Documents in order to allocate to such Affected Property a new note and other loan documents (collectively, the “Remaining New Note”), evidencing a separate loan in the amount of the Allocated Loan Documents”) evidence and secure only the Remaining Loan and relate only Amount applicable to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the such Affected Property, (ii) allocate including, the transfer of the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, and (iiiii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that (1) such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, in the aggregate, not (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (BI) any material monetary obligation of Borrower under the Loan Documents or Documents, including without limitation, the initial weighted average interest rate payable under the Note, (Cx) the stated maturity of the Note, (y) the aggregate amortization of principal of the Note, (z) any other material economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan; or (II) any other obligation of Borrower under the Loan Documents Documents, including without limitation, not decreasing the time periods during which the Borrower and the Loan Parties are permitted to perform their obligations under the Loan Documents, or (B) waive, impair, reduce or release any right of Borrower under the Loan Documents, and (2) subject to the requirements of the foregoing clause (1), the New Note and related loan documents shall be in any material respectsubstantially the same form as the Loan Documents. In connection with the uncrossing removal of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.3.4, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to such Affected Property and the new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.3.4, the balance of the Loan shall be the same as it would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. . The New Note shall have (bw) Borrower shall the same initial weighted average interest rate payable under the Note, (and shall cause each Borrower Party tox) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation the same stated maturity of the foregoingNote, upon and (y) no amortization of principal. At the request of Lender’s request, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain Rating Agency Confirmation with respect to such removal of the Affected Property from the Securitization and splitting of the Loan, which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence that would be reasonably satisfactory to Lender a prudent lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) Individual Borrowers owning Properties other than the Affected Property following such Uncrossing Event removal have not been adversely affected and are in accordance compliant with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Remaining Loan DocumentsInsolvency Opinion with respect to additions to or other changes to any vertical pairings addressed by the Insolvency Opinion delivered on the date hereof, together with any additional qualifications that may need to be included as a result of the structural changes required pursuant to this Section 9.3.4); and (iiB) deliver evidence to Lender if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the single purpose nature and bankruptcy remoteness release of the Borrower(s) owning the Affected Property following such release have will not been adversely affected and are in accordance with the terms and provisions be a “significant modification” of the Uncrossed Loan Documents; (iii) deliver within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to Lender such legal opinions and updated legal opinions fail to qualify as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Lender shall cause all costs and expenses incurred by Borrower (ivand the Mezzanine Borrower under Section 9.3.4 of the Mezzanine Loan Agreement) take the actions contemplated in subsection (a) above connection with this Section 9.3.4 (including, without limitation, executing any costs and expenses incurred from time to time by Borrower or any other Loan Parties in connection with the Uncrossed Loan Documents transfer of the Affected Property to a Special Purpose Bankruptcy-Remote Entity, the formation, maintenance and amendments operation of such Special Purpose Bankruptcy-Remote Entity and attorneys’ fees and costs) to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required paid by Lender or the Rating Agenciesits designee pursuant to Section 9.4 below.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining LoanCollateral”). In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that in order to allocate to such Affected Collateral the portion of the Loan allocable to such Collateral (Athe “Allocated Loan Amount”) the original Loan Documents evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Allocated Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Amount applicable to the such Affected PropertyCollateral, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanCollateral, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) Collateral and (iv) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Collateral, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Collateral, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents (provided, however, it being acknowledged and agreed that such New Notes shall immediately after the dividing of the Note have the same initial weighted average coupon as the original Note prior to such dividing, notwithstanding that such New Notes may, in connection with the application of principal to such New Notes, subsequently cause the weighted average coupon of such New Notes to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), or (CB) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing transfer of any such Affected Property Collateral as provided for in this Section 11.9 (an “Uncrossing Event”)9.1.5, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan New Note applicable to such Affected Collateral and the Uncrossed new loan secured by such Affected Collateral and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Collateral from the lien of the Loan pursuant to this Section 9.1.5, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount applicable to of the Affected Property. (b) Collateral. At the request of Lender, Borrower shall (and shall cause each Borrower Party to) reasonably otherwise cooperate with Lender in its attempt to effectuate each Uncrossing Event. Without limitation satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the foregoingAffected Collateral from the Securitization and splitting of the Loan shall not cause a downgrade, upon Lender’s requestwithdrawal or qualification of the then current ratings of the Securities or any class thereof, Borrower which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) Borrower owning Properties an Individual Property other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property Collateral following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan DocumentsInsolvency Opinion); and (vB) deliver the execution of such title endorsements, title insurance policies, documents and/or and instruments relating to the Property Documents and other materials as may be reasonably required delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Collateral will not be a “significant modification” of this Loan within the meaning of Section 1.860G2(b) of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to a REMIC Trust, have been satisfied or the Rating Agencieshave not otherwise been violated.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that (A) in order to allocate to such Affected Property the original Loan Documents applicable Release Amount evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Release Amount applicable to the such Affected Property, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions action consistent therewith therewith; provided, that (includingA) such New Note secured by such Affected Property, without limitationtogether with the Loan Documents secured by the remaining Properties, requiring delivery shall not (1) modify (w) the initial weighted average interest rate payable under the Note, (x) the stated maturity of all Notes combined, (y) the aggregate amortization of principal of the Uncrossed Note, (z) any other material economic term of the Loan, as any existed prior to the creation of the New Note and splitting of the Loan Documents and amendments or (2) decrease the time periods during which the Borrower is required or permitted to perform its obligations under the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the New Note shall be in substantially the same form as the Loan Documents or (C) any other material obligation of Borrower under the Loan Documents in any material respectDocuments. In connection with the uncrossing transfer of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.1.3, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan Release Amount applicable to such Affected Property and the Uncrossed Loan new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Release Amount. Subsequent to the Allocated release of the Affected Property from the lien of the Loan pursuant to this Section 9.1.3, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Release Amount applicable to of the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation At the request of the foregoing, upon Lender’s request, Borrower shall otherwise cooperate with Lender’s reasonable requests in Lender’s attempt to satisfy the requirements necessary in order for Lender to obtain written confirmation from the Approved Rating Agencies that such transfer of the Affected Property from the Securitization and splitting of the Loan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence that would be reasonably satisfactory to Lender a prudent lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) Borrowers owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Uncrossed Insolvency Opinion); and (B) if the same would be required by a prudent lender in such circumstances, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury, nor cause a Securitization Vehicle to fail to qualify as a REMIC Trust or Grantor Trust or a tax to be imposed on a Securitization Vehicle. Provided that no Event of Default shall have occurred and be continuing under the Loan Documents; (iii) deliver to , Lender such legal opinions shall cause all reasonable costs and updated legal opinions as Lender or the Rating Agencies shall require, provided that expenses incurred by Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above connection with this Section 9.1.3 (including, without limitation, executing any documentary stamp taxes, intangible taxes, other recording taxes and any costs and expenses incurred by Borrower in connection with the Uncrossed Loan Documents transfer of the Affected Property to a Special Purpose Entity and amendments the maintenance and operation of such Special Purpose Entity) to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required paid by Lender or the Rating AgenciesLender.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross remove the cross-collateralization of the Liens of the Security Instruments encumbering any one (1) or more of the Properties and any Collateral related thereto (such uncrossed Property individually or Properties and any Collateral related theretocollectively, collectivelyas the context may require, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (ia) sever and/or or divide the Note and the other Loan Documents so that in order to allocate to such Affected Property the Allocated Loan Amount with respect to such Property evidenced by one (A1) or more new notes and secured by such other loan documents (individually or collectively, as the original Loan Documents (collectivelycontext may require, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Allocated Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Amount applicable to the such Affected Property, (iib) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, (iiic) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) , and (ivd) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (Bi) any material monetary obligation of Borrower under the Loan Documents or (Cii) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing transfer of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.1.3, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan New Note applicable to such Affected Property and the Uncrossed new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.1.3, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount applicable to of the Affected Property. (b) . At the request of Lender, Borrower shall (and shall cause each Borrower Party to) otherwise reasonably cooperate with Lender in its attempt to effectuate each Uncrossing Event. Without limitation satisfy all requirements necessary in order for Lender to obtain a Rating Agency Confirmation from the Approved Rating Agencies with respect to such transfer of the foregoingAffected Property from the Securitization and splitting of the Loan, upon Lender’s requestwhich requirements shall EAST\87098743.3 include, Borrower shall without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) Borrowers owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan DocumentsInsolvency Opinion); and (vB) deliver the execution of such title endorsements, title insurance policies, documents and/or and instruments relating to the Property Documents and other materials as may be reasonably required delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to a REMIC Trust, have been satisfied or the Rating Agencieshave not otherwise been violated.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related theretoProperties, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related theretoProperties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related theretoProperty, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, increase (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (CB) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 11.8 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably fully cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon Lender’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender shall reasonably require or the Rating Agencies shall requirerequire (including, provided that Borrower shall in no event be required to deliver to lender without limitation, a New Non-Consolidation Opinion and a REMIC Opinion taking into account any Uncrossing EventOpinion); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or required by the Rating Agencies.

Uncross of Properties. (a) Borrower agrees that at any time Lender JPM shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”"AFFECTED PROPERTY"). In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that in order to allocate to such Affected Property the portion of the Loan allocable to such Property (Athe "ALLOCATED LOAN AMOUNT") the original Loan Documents evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan Documents”"NEW NOTE") evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Release Amount applicable to the such Affected Property, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents Documents, or (CB) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing transfer of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)SECTION 9.1.4, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan New Note applicable to such Affected Property and the Uncrossed new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this SECTION 9.1.4, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount applicable to of the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation At the request of the foregoing, upon Lender’s request, Borrower shall (otherwise cooperate with JPM and shall cause each Borrower Party to), among other things, (i) deliver evidence Lender in their attempt to Lender satisfy all requirements necessary in order for JPM to obtain written confirmation from the Rating Agencies that the single purpose nature and bankruptcy remoteness such transfer of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected from the Securitization and are in accordance with the terms and provisions splitting of the Remaining Loan Documents; (ii) deliver evidence to Lender shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation, the execution of such documents and instruments and delivery by JPM of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the single purpose nature and bankruptcy remoteness release of the Borrower(s) owning the Affected Property following such release will not be a "significant modification" of this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to a REMIC Trust, have been satisfied or have not otherwise been adversely affected violated. Lender shall cause all reasonable costs and are expenses incurred by Borrower in accordance connection with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above this SECTION 9.1.4 (including, without limitation, executing any costs and expenses incurred by Borrower in connection with the Uncrossed Loan Documents transfer of the Affected Property to a Special Purpose Entity and amendments the maintenance and operation of such Special Purpose Entity) to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required paid by Lender or the Rating AgenciesJPM.

Uncross of Properties. (a) Each Individual Borrower agrees that at any time Lender shall have the unilateral right to elect toright, at any time and from time to time, uncross to release any of the Properties and any Collateral related thereto Individual Property (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan or Individual Borrower from the portion cross-defaulting and/or the cross-collateralization effected pursuant to the grant of the Debt to be Mortgage from such Individual Borrower and secured by the Affected Property and any Collateral related thereto (such portion lien of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”)applicable Mortgage. In furtherance thereof, Lender shall have the right to (i) sever and/or and divide the Note and the other Loan Documents so that in order to allocate to such Affected Property the portion of the Loan allocable to such Individual Property (Athe “Allocated Loan Amount”) the original Loan Documents which portion shall be evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Allocated Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Amount applicable to the such Affected Property, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents (provided, however, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, subsequently cause the weighted average coupon of such New Note to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), or (CB) any other material obligation of Borrower under the Loan Documents in any material respectrespect or decrease the rights of Borrower under the Loan Documents. In connection with the uncrossing transfer of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.2, the Remaining Loan shall be reduced by an amount equal to the amount of the Uncrossed Loan New Note applicable to such Affected Property and the Uncrossed new loan secured by such Affected Property and the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.2, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount applicable to of the Affected Property. (b) . At the request of Lender, each Individual Borrower shall (and shall cause each Borrower Party to) reasonably otherwise cooperate with Lender in its attempt to effectuate each Uncrossing Event. Without limitation satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the foregoingAffected Property from the Securitization and splitting of the Loan shall not cause a downgrade, upon Lender’s requestwithdrawal or qualification of the then current ratings of the Securities or any class thereof, Borrower which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) each Individual Borrower owning Properties an Individual Property other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Uncrossed Insolvency Opinion); and (B) the execution of such documents and instruments and delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of this Loan Documents; within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to the REMIC Trust that holds the Note (if applicable), have been satisfied or have not otherwise been violated. Subject to Section 9.6 below, Borrower shall be responsible for its own actual out-of-pocket costs and expenses incurred in connection with the provisions of this Section 9.2(a), including without limitation, payment of any mortgage recording tax or title insurance premiums. (b) In addition to the foregoing, each Individual Borrower agrees that Lender shall have the unilateral right, at any time and from time to time prior to a Securitization, to divide the Loan into two or more Loans which are not cross-defaulted and/or cross-collateralized. Lender may designate two or more groups of Individual Properties and Individual Borrowers (each, a “Loan Group”) for such new Loans. Such new Loans shall be internally cross-defaulted and/or cross-collateralized. Lender reserves the right to structure each Loan Group as one or more senior and/or junior mortgage components, and/or mezzanine loans. In furtherance thereof, Lender shall have the right to (i) sever or divide the Note and the other Loan Documents in order to allocate to each such Loan Group the applicable Allocated Loan Amount, which shall be evidenced by two or more promissory notes and related security documents (each, collectively, a “Split Note”), (ii) segregate the applicable portion of each of the Reserve Funds relating to each Loan Group, (iii) deliver release any cross-default and/or cross-collateralization provisions applicable to Lender such legal opinions Loan Groups, and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take such additional action consistent therewith; provided, that all such Split Notes, together, shall not increase in the actions contemplated aggregate (A) any monetary obligation of Borrower under the Loan Documents (provided, however, it being acknowledged and agreed that such Split Notes shall immediately after the dividing of the Note have the same initial weighted average coupon as the original Note prior to such dividing, notwithstanding that such Split Notes may, in subsection connection with the application of principal to such Split Notes, subsequently cause the weighted average coupon of such Split Notes to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), or (B) any other obligation of Borrower under the Loan Documents in any material respect or decrease the rights of Borrower under the Loan Documents. At the request of Lender, each Individual Borrower shall otherwise cooperate with Lender in connection with the foregoing, which cooperation shall include, without limitation: (a) above additional Loan Documents or amendments to existing Loan Documents as reasonably required by Lender, (includingb) new opinions or updates to the legal opinions delivered to Lender in connection with the closing of the Loan, (c) endorsements and/or updates to the Title Insurance Policies delivered to Lender in connection with the closing of the Loan, (d) a new cash management structure for each Loan Group, and (e) any other certificates, instruments and documents reasonably determined by Lender as necessary or appropriate to such severance, which documentation shall be in form and substance acceptable to Lender in its reasonable discretion. Lender’s rights pursuant to this Section 9.2(b) shall be in addition to Lender’s rights under Section 9.1.1(c), above, and shall not in any way shall limit or otherwise effect such rights. Subject to Section 9.6 below, Borrower shall be responsible for its own actual out-of-pocket costs and expenses incurred in connection with the provisions of this Section 9.2(b), including without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsementspayment of any mortgage recording tax, title insurance policies, documents and/or instruments relating premiums and fees related to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agenciesoutside counsel legal opinions.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that in order to allocate to such Affected Property the portion of the Loan allocable to such Affected Property (Athe “Allocated Principal Amount”) the original Loan Documents evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Amount applicable to the such Affected Property, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents Documents, or (CB) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing transfer of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.1.3, the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan New Note applicable to such Affected Property and the Uncrossed Loan new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to the such Allocated Loan Amount applicable Principal Amount. Subsequent to the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation release of the foregoing, upon Lender’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with from the terms and provisions lien of the Remaining Loan Documents; (ii) deliver evidence pursuant to Lender that this Section 9.1.3, the single purpose nature and bankruptcy remoteness balances of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions components of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions shall be the same as Lender or the Rating Agencies shall require, provided that Borrower shall they would have been had a prepayment occurred in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments an amount equal to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agencies.Allocated Principal Amount of the

Uncross of Properties. (a) Each Individual Borrower agrees that at any time Lender shall have the unilateral right to elect toright, at any time and from time to time, uncross to release any of the Properties and any Collateral related thereto Individual Property (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan or Individual Borrower from the portion cross-defaulting and/or the cross-collateralization effected pursuant to the grant of the Debt to be Mortgage from such Individual Borrower and secured by the Affected Property and any Collateral related thereto (such portion lien of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”)applicable Mortgage. In furtherance thereof, Lender shall have the right to (i) sever and/or or divide the Note and the other Loan Documents so that in order to allocate to such Affected Property the portion of the Loan allocable to such Individual Property (Athe “Allocated Loan Amount”) the original Loan Documents evidenced by a new note and secured by such other loan documents (collectively, the “Remaining Loan DocumentsNew Note”) evidence and secure only the Remaining Loan and relate only having a principal amount equal to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Allocated Loan Documents”) evidence and secure only the Uncrossed Loan and relate only Amount applicable to the such Affected Property, (ii) allocate segregate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed LoanProperty, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions action consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing)therewith; provided, that such New Note secured by such Affected Property, together with the Uncrossed Loan Documents and secured by the Remaining Loan Documentsremaining Properties, shall not, not increase in the aggregate, aggregate (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents (provided, however, it being acknowledged and agreed that such New Note shall immediately after the dividing of the Note have the same initial weighted average coupon as the original Note prior to such dividing, notwithstanding that such New Note may, in connection with the application of principal to such New Note, subsequently cause the weighted average coupon of such New Note to change (but not increase, except that the weighted average coupon may subsequently increase due to prepayments or if an Event of Default shall occur)), or (CB) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing transfer of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”)9.2, the Remaining Loan shall be reduced by an amount equal to the amount of the Uncrossed Loan New Note applicable to such Affected Property and the Uncrossed new loan secured by such Affected Property and the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.2, the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount applicable to of the Affected Property. (b) . At the request of Lender, each Individual Borrower shall (and shall cause each Borrower Party to) reasonably otherwise cooperate with Lender in its attempt to effectuate each Uncrossing Event. Without limitation satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the foregoingAffected Property from the Securitization and splitting of the Loan shall not cause a downgrade, upon Lender’s requestwithdrawal or qualification of the then current ratings of the Securities or any class thereof, Borrower which requirements shall include, without limitation: (and shall cause each Borrower Party to), among other things, (iA) deliver delivery of evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) each Individual Borrower owning Properties an Individual Property other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing EventInsolvency Opinion); and (ivB) take the actions contemplated execution of such documents and instruments and delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of this Loan within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to the REMIC Trust the holds the Note (if applicable), have been satisfied or have not otherwise been violated. All reasonable third party costs and expenses incurred by Borrower and Guarantors in subsection (a) above connection with Borrower’s complying with this Section 9.2 (including, without limitation, executing the Uncrossed Loan Documents fees and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or expenses of the Rating Agencies) shall be paid by Lender.

Uncross of Properties. (a) Borrower agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (C) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon Lender’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agencies.

Uncross of Properties. (a) Borrower agrees that at any time prior to the occurrence of the first Secondary Market Transaction Lender shall have the unilateral right to elect to, from time to time, . uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related theretoProperties, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related theretoProperties, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related theretoProperty, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an and cross-collateralized with each other Affected Property) and (iv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, increase (A) have any material and adverse tax consequences for Borrower, Sponsor or any Taxable REIT Subsidiary or increase (B) any material monetary obligation of Borrower under the Loan Documents or (CB) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 11.8 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property; and provided, further, that the Debt Service Coverage Ratio for each of the Uncrossed Loan and the Remaining Loan shall, immediately after the severance described in this Section 9.8, shall not be less than 1.30:1.00. (ba) Borrower shall (and shall cause each Borrower Party to) reasonably fully cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon Lender’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall requirerequire (including, provided that Borrower shall in no event be required to deliver to lender without limitation, (including, without limitation, a New Non-Consolidation Opinion and a REMIC Opinion taking into account any Uncrossing EventOpinion); (iv) take the actions contemplated in subsection Subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating Agencies. (b) In connection with Borrower’s complying with requests made under this Section 11.8, Borrower shall not be obligated to incur any material cost or expense and Lender shall reimburse Borrower for any of Borrower’s attorneys’ fees which have been approved by Lender in writing.

Uncross of Properties. (a) Borrower Xxxxxxxx agrees that at any time Lender shall have the unilateral right to elect to, from time to time, uncross any of the Properties and any Collateral related thereto (such uncrossed Property or Properties and any Collateral related thereto, collectively, the “Affected Property” and the remaining Property or Properties and any Collateral related thereto, collectively, the “Unaffected Property”) in order to separate the Loan from the portion of the Debt to be secured by the Affected Property and any Collateral related thereto (such portion of the Debt to be secured by the Affected Property, the “Uncrossed Loan” and the remaining portion of the Debt secured by the Unaffected Property and any Collateral related thereto, the “Remaining Loan”). In furtherance thereof, Lender shall have the right to (i) sever and/or divide the Note and the other Loan Documents so that (A) the original Loan Documents (collectively, the “Remaining Loan Documents”) evidence and secure only the Remaining Loan and relate only to the Unaffected Property and (B) amended and/or new documents and other instruments (collectively, the “Uncrossed Loan Documents”) evidence and secure only the Uncrossed Loan and relate only to the Affected Property, (ii) allocate the applicable portion of each of the Reserve Funds relating to the Affected Property to the Uncrossed Loan, (iii) release any cross-default and/or cross-cross­ collateralization provisions applicable to such Affected Property (but such Affected Property shall be cross-defaulted an cross-collateralized with each other Affected Property), (iv) assign different interest rates to the notes evidencing the Uncrossed Loan and the Remaining Loan, so long as the initial weighted average thereof shall equal the Interest Rate, and (ivv) take such additional actions consistent therewith (including, without limitation, requiring delivery of the Uncrossed Loan Documents and amendments to the Loan Documents, in each case, to give effect to the foregoing); provided, that the Uncrossed Loan Documents and the Remaining Loan Documents, shall not, in the aggregate, (A) have any material and adverse tax consequences for Borrower, Borrower or Sponsor or any Taxable REIT Subsidiary or increase (B) increase any material monetary obligation of Borrower under the Loan Documents or (C) any other material obligation of Borrower under the Loan Documents in any material respect. In connection with the uncrossing of any such Affected Property as provided for in this Section 11.9 (an “Uncrossing Event”), the Remaining Loan shall be reduced by an amount equal to amount of the Uncrossed Loan and the Uncrossed Loan shall be in an amount equal to the Allocated Loan Amount applicable to the Affected Property. (b) Borrower shall (and shall cause each Borrower Party to) reasonably cooperate with Lender to effectuate each Uncrossing Event. Without limitation of the foregoing, upon LenderXxxxxx’s request, Borrower shall (and shall cause each Borrower Party to), among other things, (i) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning Properties other than the Affected Property following such Uncrossing Event have not been adversely affected and are in accordance with the terms and provisions of the Remaining Loan Documents; (ii) deliver evidence to Lender that the single purpose nature and bankruptcy remoteness of the Borrower(s) owning the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of the Uncrossed Loan Documents; (iii) deliver to Lender such legal opinions and updated legal opinions as Lender or the Rating Agencies shall require, provided that Borrower shall in no event be required to deliver to lender a REMIC Opinion taking into account any Uncrossing Event); (iv) take the actions contemplated in subsection (a) above (including, without limitation, executing the Uncrossed Loan Documents and amendments to the Loan Documents); and (v) deliver such title endorsements, title insurance policies, documents and/or instruments relating to the Property Documents and other materials as may be reasonably required by Lender or the Rating AgenciesLender.