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202202659
<br />hereto (as amended, supplemented or otherwise modified prior to the date hereof, collectively, the "Existing
<br />Mortgages");
<br />WHEREAS, Borrower has entered into that certain Third Amended and Restated Credit
<br />Agreement, dated as of May 26, 2021 (the "Amended and Restated Credit Agreement"), among Borrower,
<br />Successor Agent, and the other agents and Lenders party thereto, pursuant to which the Existing Credit
<br />Agreement was amended and restated in its entirety (the Existing Credit Agreement, as so amended and
<br />restated by the Amended and. Restated Credit Agreement, and as the same may be further amended, restated,
<br />renewed, replaced, supplemented, consolidated, extended or increased in amount or otherwise modified
<br />from time to time, the "Credit Agreement"; unless otherwise defined herein, capitalized terms used in this
<br />Agreement shall have the respective meanings assigned to them in the Credit Agreement); and
<br />WHEREAS, the Resigning Agent has agreed to assign and the Successor Agent has agreed to
<br />assume all of the Resigning Agent's rights, interests and obligations as Administrative Agent under the
<br />Credit Agreement, including all of the Resigning Agent's rights, interests and obligations as Administrative
<br />Agent under the Existing Mortgages, as more particularly described below;
<br />NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein,
<br />and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the
<br />parties hereto agree as follows:
<br />AGREEMENT
<br />Section 1. Assignment of Interests and Liens.
<br />(a) The Resigning Agent, as Administrative Agent under the Existing Credit Agreement and
<br />other Loan Documents, has GRANTED, SOLD, REMISED, CONVEYED, CONFIRMED, ASSIGNED,
<br />TRANSFERRED, SET OVER, and DELIVERED, and does by these presents GRANT, SELL, REMISE,
<br />CONVEY, CONFIRM, ASSIGN, TRANSFER, SET OVER, and DELIVER, unto the Successor Agent,
<br />and to its successors and assigns, all rights, titles, interests, liens, security interests, pledges, assignments,
<br />privileges, claims, demands and equities granted to the Resigning Agent in its capacity as the holder,
<br />mortgagee, assignee or beneficiary of the security under or pursuant to the terms and provisions of the
<br />Existing Mortgages (hereinafter collectively called the "Liens and Security Interests"), and the Successor
<br />Agent hereby accepts and assumes such GRANT, SALE, REMISE, CONVEYANCE, CONFIRMATION,
<br />ASSIGNMENT, TRANSFER, SETTING OVER, and. DELIVERY of the Liens and Security Interests.
<br />(b) TO HAVE AND TO HOLD the Liens and Security Interests unto the Successor Agent, as
<br />successor Administrative Agent, and its successors and assigns, forever.
<br />(c) The parties hereto agree that the foregoing assignment is made without any covenant,
<br />representation or warranty of any kind, express or implied or by operation of law.
<br />Section 2. Miscellaneous.
<br />(a) This Agreement binds the parties hereto and their successors and permitted assigns.
<br />(b) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
<br />ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, except to the extent that the
<br />assignment of any Liens and Security Interests is mandatorily governed by the laws of the jurisdiction in
<br />which the properties subject thereto are located. This Agreement is a Loan Document.
<br />146592049
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