Common use of Release of Property Clause in Contracts

Release of Property. (a) Upon compliance with the requirements of this Section 2.5.2, all of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance with Except as set forth in Section 9 of the requirements Note or Section 10 of the Note, as applicable and this Section 2.5.22.6, no repayment, prepayment or defeasance of all or any portion of the Properties Loan shall be released from cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgages Security Instrument on the Property. (a) If Borrower has the right to and has elected to prepay in full or defease the Loan in accordance with this Agreement and the other Loan Documents Note, upon satisfaction of the requirements of Section 2.4 hereof and Section 9 of the Note (or, in the case of a partial yield maintenance prepayment, if then permitted under this Agreement and the Note) or Section 10 of the Note (in the case of a full defeasance, if then permitted under this Agreement and the applicable Note), as applicable, and this Section 2.6, the entire Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the MortgagesInstrument. (b) In connection with the release of the Security Instrument, Borrower shall submit to Lender, not less than ten (10) days prior to the Prepayment Date, a release of Lien (and related Loan Documents) for the Property for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement. Borrower shall reimburse Lender and Servicer for any costs and expenses Lender and Servicer incur arising from such release (including reasonable attorneys’ fees and expenses) and Borrower shall pay, in connection with such release, all recording charges, filing fees, taxes or other expenses payable in connection therewith. Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all release of the PropertiesProperty in accordance with this Section 2.6 following a full defeasance of the Loan in accordance with the terms and conditions of Section 10 of the Note, all references herein Borrower shall have no further right to prepay the Note prior to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance EventPermitted Par Prepayment Date.

Release of Property. If Borrower prepays or defeases all or a portion of the Loan pursuant to Section 15.01 hereof or if Lender applies Loss Proceeds from the Property towards the repayment of the Debt or towards a defeasance, Lender shall, promptly upon satisfaction of all the following terms and conditions execute, acknowledge and deliver to Borrower a release of this Security Instrument (a “Release”) in recordable form with respect to the Property: (a) Upon compliance with the requirements of this Section 2.5.2, all of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial If such prepayment or defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan is a prepayment or the outstanding principal balance of the Defeased Notedefeasance, as applicable, in part, but not in whole, Lender shall have received on the date proposed for such prepayment or defeasance, as applicable, an amount equal to the greater of (i) the amount which is necessary to defease a portion of the Loan Amount equal to the Release Price Percentage multiplied by the Allocated Loan Amount with respect to the Cross-collateralized Property which is the subject of the Release, (ii) such amount as would cause the Debt Yield subsequent to the contemplated Release to be equal to or greater than the Debt Yield prior to the contemplated Release and (iii) such amount as would cause the Debt Yield subsequent to the contemplated Release to be no less than the Debt Yield as of the Prepayment Lockout Expiration Date. In Closing Date (the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages“Release Price”). (b) Upon Borrower shall, at its sole expense, prepare any and all documents and instruments necessary to effect the occurrence of any Defeasance EventRelease, other than a Defeasance Event affecting all of the Properties, all references herein which shall be subject to the term “Properties” reasonable approval of Lender, and Borrower shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or endorsement premiums) in connection with the term “Property” shall be deemed to exclude review, execution and delivery of the Property affected by such Defeasance EventRelease. (c) No Event of Default has occurred and is continuing.

Release of Property. Borrower and Borrower TRS may Transfer any Property (each, a “Release Property”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Release Property, provided that the following conditions precedent to such Transfer are satisfied (the “Release Conditions”); provided, that, for the avoidance of doubt, the Release Conditions do not need to be satisfied in order for Lender to release its security interest and Lien on any Disqualified Property in connection with any substitution in accordance with Section 2.4.2(a): (a) Upon Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer (for the avoidance of doubt, no Request for Release needs to be provided in connection with a contribution of a Release Property from Borrower to Borrower TRS prior to the Transfer thereof to such third party); (b) No Event of Default has occurred and is continuing (other than a non-monetary Event of Default that is specific to such Release Property to which Section 2.4.2(a) is applicable and would be cured as a result of the release of the Release Property, so long as a mandatory prepayment is made with respect thereto in accordance with Section 2.4.2(a) (a “Qualified Release Property Default”)); (c) The Debt Yield as of the most recent Calculation Date, after giving pro forma effect for the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is at least the greater of (x) the Closing Date Debt Yield and (y) the actual Debt Yield as of such date; provided, that the condition in this clause (c) shall not be applicable to a Transfer of a Property if the Loan is prepaid in the amount that is the greater of the applicable Release Amount and 100% of the Net Transfer Proceeds for the Release Property; (d) [Reserved]; (e) Except for (i) a release of the Release Property that is effected in order to cure a Qualified Release Property Default, (ii) a contribution of any Property to Borrower TRS in compliance with the requirements this Agreement, or (iii) a release of this Section 2.5.2, all of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasanceDesignated HOA Properties, the applicable Release Property shall be released from the Lien Transferred pursuant to a bona fide all-cash sale of the related Mortgage Release Property on arms-length terms and conditions; (f) Except for any contribution to Borrower TRS described in subclause (ii) of the other Loan Documentsforegoing clause (e), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note on or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant prior to the Defeasance Security AgreementTransfer Date, Borrower shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of prepay the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund by an amount equal to the applicable Release Amount for the Release Property and Borrower owning shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.4; (g) If a Cash Sweep Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property being defeased over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such release shall be deposited into the Cash Collateral Subaccount; (h) Borrower shall submit to Lender, not less than five (5) Business Days’ prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Collateral Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that portion relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of the Reserve Funds then held Lender. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release or assignment; (i) Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender that are allocated and/or its Servicer in connection with any such release and, in addition, the fee specified on Schedule VI as being assessed by Servicer to the Property being defeased as reasonably determined by Lender. effect such release; and (j) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio of the unpaid principal balance of the Loan to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the release of the Release Property, no release will be permitted unless the principal balance of the Loan is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this Section 2.5 2.5(j) is applicable but not followed or elsewhere in this Agreementis no longer applicable at the time of such release, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient a Securitization will not fail to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien maintain its status as a REMIC Trust as a result of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all release of the Properties, all references herein to the term “Properties” or the term “Release Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance with the requirements closing of this Section 2.5.2a Property Sale which results in any Mortgage Borrower no longer owning any Property subject to a Lien securing the Mortgage Debt, Lender shall return to Borrower the certificate of ownership of the equity interests in such Mortgage Borrower. Upon the closing of any Property Sale, all references herein or in any of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected or Properties sold pursuant to such Property Sale, as provided for in the Mortgage Loan Agreement. Furthermore, if all Properties owned by any Mortgage Borrower have been the subject of one or more completed Property Sales, upon the closing of the last completed Property Sale in accordance with the Mortgage Loan Agreement and this Agreement relating to the Properties owned by such Defeasance EventMortgage Borrower, such Mortgage Borrower shall cease to be a “Mortgage Borrower” under the Note, this Agreement or any other Loan Document and all references in the Note, this Agreement or any other Loan Document to the term “Mortgage Borrower” or “Mortgage Borrowers” shall be deemed to exclude such Mortgage Borrower. In addition, when such certificates evidencing such equity interests in a Mortgage Borrower are required to be returned to Borrower pursuant to the first sentence of this Section 2.6.2, then the terms “Collateral” and “Pledged Company Interests” shall no longer be deemed to include any Collateral or Pledged Company Interests solely relating to such Mortgaged Borrower.

Release of Property. (a) Upon compliance If Borrower has the right to and has elected to prepay in full or defease the Loan in accordance with this Agreement and the Note, upon satisfaction of the requirements of this Section 2.5.2, all 2.4 and Section 9 of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents Note (or, in the case of a partial prepayment, if then permitted under this Agreement and the Note) or Section 2.5 (in the case of a full defeasance, if then permitted under this Agreement and the applicable Note), as applicable, and this Section 2.6, all of the Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance Liens of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the MortgagesDocuments. (b) Upon In connection with the occurrence release of any the Security Instrument in connection with a Defeasance Event, other Borrower shall submit to Lender, not less than thirty (30) days (or such shorter time period as Lender may agree to in its sole discretion) prior to the Defeasance Date, a Defeasance Event affecting all release of Lien (and related Loan Documents) for the Property for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the Propertiesreleasing lender. In addition, Borrower shall provide all references herein other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the term “Properties” terms of this Agreement. Borrower shall reimburse Lender and Servicer for any costs and expenses Lender and Servicer incur arising from such release (including reasonable attorneys’ fees and expenses) and Borrower shall pay, in connection with such release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, and (ii) the term “Property” shall lesser of the current fee then generally being assessed by such Servicer to effect such release and the maximum amount permitted under applicable law to be deemed to exclude assessed as a fee therefor. Upon the release of the Property affected by such Defeasance Eventin accordance with this Section 2.6.1 following a defeasance, Borrower shall have no further right to prepay the Note.

Release of Property. (a) Upon compliance Lender shall, upon written request, upon payment in full of the Debt in accordance with the requirements of this Section 2.5.2, all terms and provisions of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages Mortgage. In connection with the release of the Lien, Borrower shall submit to Lender, not less than ten (10) days prior to the Repayment Date, a release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located. Borrower shall pay all out-of-pocket costs, taxes and expenses associated with the release of the Lien of the Mortgage, including the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with same. (b) Notwithstanding the foregoing, if Borrower advises Lender that it desires to effectuate the consequences to Lender of a repayment or prepayment in a manner which will permit the assignment of the Note and the Mortgage to a new lender providing the repayment or prepayment funds, then Lender shall (i) assign the Mortgage and all of the other Loan Documents from all of the Properties to any Person designated by Borrower, which assignment documents shall be in recordable form (orbut without representation or warranty by, in the case of a partial defeasanceor recourse to, Lender, except as to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased NoteLoan and that Lender owns the Note and Mortgage free of any liens and encumbrances and has the authority to effect the assignment), (ii) deliver to or as applicabledirected by Borrower the originally executed Note and all originally executed other notes which may have been consolidated, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, amended and/or restated in connection with one the execution of the Note or, with respect to any note where the original has been lost, destroyed or more partial defeasancesmutilated, Borrowers deliver Defeasance Collateral a lost note affidavit for the benefit of the assignee lender and the title insurance company insuring the Mortgage, as assigned, in an aggregate amount form sufficient to repay permit such title insurance company to insure the lien of the Mortgage as assigned to and held by the assignee without exception for any matter relating to the lost, destroyed or mutilated note, (iii) execute and deliver an allonge with respect to the Note and any other note(s) as described in full the Outstanding Principal Balance preceding clause (ii) above without recourse, covenant or warranty of any nature, express or implied (except as to the outstanding principal balance of the Loan and all accrued that Lender owns the Note and unpaid interest thereonthe Mortgage free of any liens and encumbrances and has the authority to execute and deliver the allonge), all remaining Properties (iv) deliver the original executed Mortgage or a certified copy of record, and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment. All reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with the foregoing shall be released from the Lien of the Mortgages. (b) Upon the occurrence of paid by Borrower, provided that in no event shall Borrower be required to pay any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein fee or premium to the term “Properties” Lender or the term “Property” shall be deemed to exclude the Property affected by such Defeasance EventServicer in connection therewith.

Release of Property. (a) Upon compliance with Provided no Event of Default has occurred and is continuing, at any time other than during a REMIC Prohibition Period, Borrower may obtain the requirements release of this Section 2.5.2, all of the Properties shall be released an Individual Property from the Lien of the Mortgages Mortgage thereon (and related Loan Documents) and the other release of Borrower's obligations under the Loan Documents with respect to such Individual Property (orother than those expressly stated to survive), but only upon the satisfaction of each of the following conditions: (a) Borrower shall provide Lender with at least twenty (20) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property; (b) A wire transfer to Lender of immediately available federal funds (or the delivery to Lender of Defeasance Collateral, if applicable) in an amount equal to the case of a partial defeasance, Release Price for the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents)Individual Property, and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties together with (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and i) all accrued and unpaid interest thereonon the amount of principal being prepaid on the date of such prepayment and (ii) all other sums due under this Agreement, all remaining Properties the Note or the other Loan Documents in connection with a partial prepayment to be calculated and applied in accordance with the provisions of Section 2.4(b) hereof; (c) Borrower shall submit to Lender, not less than twenty (20) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be released from in a form appropriate in each State in which the Lien Individual Property is located and shall contain standard provisions, if any, protecting the rights of the Mortgages.releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an certificate of Borrower certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (bd) Upon After giving effect to such release, Lender shall have determined that the occurrence Operations Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of any Defeasance Eventthe Mortgages shall be at least equal to the greater of (i) 1.60:1.00, other than a Defeasance Event affecting and (ii) the lesser of (y) the Operations Debt Service Coverage Ratio for all of the Propertiesthen remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property and (z) 1.85:1. 00; (e) After giving effect to such release, all references herein Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the term “Properties” or Liens of the term “Property” Mortgages shall be deemed at least equal to exclude the Property affected by such Defeasance Event.greater of (i) 1.69:1.00, and (ii) the lesser of (y) the Debt Service Coverage Ratio for all of the then remaining Properties (including the

Release of Property. If Borrower prepays all or a portion of the Loan pursuant to Section 15.01(b) hereof or at any time within six (6) months of Lender applying Loss Proceeds from the Property towards the repayment of the Debt, Lender shall, promptly upon satisfaction of all the following terms and conditions execute, acknowledge and deliver to Borrower a release of this Security Instrument (a “Release”) in recordable form with respect to the Property: (a) Upon compliance with the requirements of this Section 2.5.2If such prepayment is a prepayment in part, all of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, but not in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasancewhole, Lender shall refund have received on the date proposed for such prepayment an amount equal to the applicable Borrower owning greater of (i) the Property being defeased Release Price and (ii) an amount such that portion the Debt Yield immediately following the Release is at least equal to no less than (A) the Debt Yield immediately prior to effecting such Release and (B)(1) 11%, or (2) 11.5% if such release occurs during the second (2nd) Extension Term (as defined in the Note) but prior to the commencement of the Reserve Funds then held third (3rd) Extension Term, or (3) 12% if such release occurs subsequent thereto, accompanied by evidence in form and substance satisfactory to Lender with respect thereto and an Officer’s Certificate stating that the statements, calculations and information comprising such evidence are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained true, correct and complete in this Section 2.5 or elsewhere in this Agreementall respects; provided, however, in the event that, in connection that such prepayment is made within six (6) months of a casualty or Taking with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient respect to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released which Loss Proceeds from the Lien Property are applied by Lender towards the repayment of the MortgagesDebt, Lender shall have received on the date proposed for such prepayment the Allocated Loan Amount (inclusive of any Loss Proceeds applied by Lender towards the payment of the Debt). (b) Upon Borrower shall, at its sole expense, prepare any and all documents and instruments necessary to effect the occurrence of any Defeasance EventRelease, other than a Defeasance Event affecting all of the Properties, all references herein which shall be subject to the term “Properties” reasonable approval of Lender, and Borrower shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or endorsement premiums) in connection with the term “Property” shall be deemed to exclude review, execution and delivery of the Property affected by such Defeasance EventRelease. (c) No Event of Default has occurred and is continuing.

Release of Property. (a) Upon compliance If Borrower has the right to and has elected to prepay in full the Loan in accordance with this Agreement and the Note, upon satisfaction of the requirements of Section 2.4 and Section 9 of the Note, as applicable, and this Section 2.5.22.6, all of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the each applicable Individual Property shall be released from the Lien of the applicable Security Instrument. (b) In connection with the release of each applicable Security Instrument, Borrower shall submit to Lender, not less than fifteen (15) days prior to the Prepayment Date, a release of Lien (and related Mortgage and the other Loan Documents)) for each Individual Property for execution by Lender. Each such release shall be in a form appropriate in the jurisdiction in which the applicable Individual Property is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the Defeasance Collateral terms of this Agreement. Borrower shall constitute the only collateral which reimburse Lender and Servicer for any reasonable out-of-pocket costs and expenses Lender and Servicer incur arising from such release (including reasonable out-of-pocket attorneys’ fees and expenses) and Borrower shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (orpay, in connection with such release, (i) all recording charges, filing fees, taxes or other reasonable expenses payable in connection therewith, and (ii) to any Servicer, a processing fee in an amount determined by Lender or Servicer in its reasonable discretion provided such processing fee shall be in an amount that is regularly and customarily charged by loan servicers with respect to the case release of a partial defeasanceSecurity Instrument. (c) If, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including in connection with a payment in full of the Outstanding Principal Balance Loan, Borrower advises Lender that it desires Lender to assign the Loan Documents to a Person designated by Borrower (the “Full Assignee Lender”), then Lender shall cooperate in all reasonable respects with Borrower to assign and deliver originals of the Loan Documents to the Full Assignee Lender or as directed by Borrower, including (i) an allonge with respect to the Note, (ii) executed assignments of the recorded Loan Documents, and (iii) such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements and terminations of rent direction notices to Tenants and other third parties), all in recordable form as may reasonably be requested by Borrower to evidence such assignment; provided, however, that such assignment shall be made without representation, warranty or covenant by Lender (other than that Lender is the lawful owner of the Loan Documents, and Lender has the power to assign the same and the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgagesthereof). (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance with If Borrower has defeased the entire Loan pursuant to a Full Defeasance Event and the requirements of Section 2.5 and this Section 2.5.22.6 have been satisfied, all the Properties shall be released from the Liens of the Properties Security Instruments and the U.S. Obligations, pledged pursuant to the each Security Agreement, shall be the sole source of collateral securing the Note. If Borrower has partially defeased the Loan pursuant to a Partial Defeasance Event and the requirements of Section 2.5 and this Section 2.6 have been satisfied, the Release Parcel shall be released from the Lien of the Mortgages applicable Security Instrument and the other Loan Documents U.S. Obligations, pledged pursuant to such Security Agreement, shall be the sole source of collateral securing the Defeased Note. (or, b) In connection with the release of the Properties from the Liens of the Security Instruments (in the case of a partial defeasance, Full Defeasance Event) or of the applicable Property shall be released Release Parcel from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties applicable Security Instrument (or, in the case of a partial defeasancePartial Defeasance Event), Borrower shall submit to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). BorrowersLender, pursuant not less than thirty (30) days prior to the Defeasance Security AgreementDate, shall authorize a release of Lien (and direct that related Loan Documents) for the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment Properties (in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to Full Defeasance Event) or the applicable Borrower owning Release Parcel (in the Property being defeased that portion case of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined a Partial Defeasance Event) for execution by Lender. Notwithstanding anything Such releases shall be in a form appropriate in the jurisdiction(s) in which each individual Property is located and that would be satisfactory to a prudent lender and contains standard provisions protecting the contrary contained rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in this Section 2.5 or elsewhere connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement, in the event that. Borrower shall reimburse Lender and Servicer for any costs and expenses Lender and Servicer incur arising from such release (including reasonable attorneys’ fees and expenses) and Borrower shall pay, in connection with one such release, (A) all recording charges, filing fees, taxes or more partial defeasancesother expenses payable in connection therewith, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient and (B) to repay in full any Servicer, the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected current fee being assessed by such Defeasance EventServicer to effect such release.

Release of Property. (i) With the prior written consent of the Assignee, in its sole and absolute discretion, the District may release any portion of the Leased Property from this Lease (the “Released Property”), provided that the District has satisfied all of the following requirements, which are hereby declared to be conditions precedent to such release: (a) Upon compliance with the requirements of this Section 2.5.2, all of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant The District has certified to the Defeasance Security Agreement, shall authorize Assignee that no Event of Default has occurred and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgagesis continuing. (b) Upon The District has filed with the occurrence of any Defeasance EventAssignee, other than a Defeasance Event affecting all and caused to be recorded in the Office of the Properties▇▇▇▇▇▇▇▇ County Register of Deeds, all references herein sufficient memorialization of an amendment hereof which removes the Released Property from this Lease. (c) The District has certified in writing to the term Assignee that the value of the property which remains subject to this Lease following such release is at least equal to the aggregate unpaid principal components of the Lease Payments, and the fair rental value of the property which remains subject to this Lease following such release is at least equal to the Lease Payments thereafter coming due and payable hereunder. If requested by the Assignee, the District has delivered to the Bank valuations prepared or confirmed by an independent third party, which might include, without limitation, an appraisal or a valuation by an insurance company. (d) The Assignee has received an opinion of Bond Counsel satisfactory to the Bank that the release of the Leased Property will not constitute reissuance of the Lease or any Lease Payments for federal tax purposes or adversely affect the status of the Lease as a “Propertiesqualified zone academy bond” or adversely affect any Tax Credits claimed or to be claimed by a Holder. (ii) Upon written consent of the term “Bank and the satisfaction of all such conditions precedent, the Term of this Lease will thereupon end as to the Released Property” . The District is not entitled to any reduction, diminution, extension or other modification of the Lease Payments whatsoever as a result of such release. The Bank and the District shall execute, deliver and cause to be deemed recorded all documents required to exclude discharge the Property affected by such Defeasance EventSite Lease and this Lease of record against the Released Property.

Release of Property. (a) Upon compliance with Lender shall, upon the requirements written request and at the expense of this Section 2.5.2Borrower, all of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including upon payment in full of the Outstanding Principal Balance Amount and interest on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Loan Note and this Agreement, release the Lien of (i) this Agreement upon the Account Collateral and (ii) the Security Instrument on the Property or assign it (together with the outstanding principal balance Note), in whole or in part, to a new lender. In such event, Borrower shall submit to Lender, not less than five (5) Business Days prior to the date Lender is being requested to execute such release or assignment, a release of the Defeased Notelien or assignment of lien, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined for such property for execution by Lender. Notwithstanding anything Such release or assignment, as applicable, shall be in a form appropriate in each jurisdiction in which the Property is located and satisfactory to Lender in its reasonable discretion. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release or assignment, as applicable. Upon payment in full of the contrary contained Principal Amount and all interest on the Loan and all other outstanding Indebtedness in this Section 2.5 or elsewhere in accordance with the terms and provisions of the Note and this Agreement, whether or not such documents are executed by Lender upon such payment in the event thatfull, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages. Loan Documents shall automatically terminate (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein except as to the term “Properties” or Security Instrument, if so assigned) and the term “Property” Loan Documents (except for the Note and the Security Instrument, if so assigned) shall be deemed of no further force and effect and shall be terminated, Lender shall promptly return to exclude Borrower all Cash and Cash Equivalents, Letters of Credit and other collateral being held by Lender and, upon the Property affected by such Defeasance Eventwritten request and at the expense of Borrower, Lender shall execute all other documents reasonably required to put third parties on notice thereof. If the Security Instrument is not so assigned, the original Note shall be returned to Borrower marked "paid".

Release of Property. (a) Upon compliance the request of the Borrowers, the Agent on behalf of the Banks will, so long as there exists no Event of Default or circumstance which with the requirements giving of this Section 2.5.2notice or passage of time would become an Event of Default, all execute releases of affected property from the lien and encumbrance of the Properties shall Security Documents, provided that (a) each property to be released from is being sold in the Lien ordinary course of business to bona fide unrelated third parties, (b) either (i) each such property is being replaced with substantially equivalent property with a substantially equivalent stream of rent payments of similar credit quality, or (ii) the sale of such property is for cash and the proceeds of the Mortgages sale, net only of reasonable seller's closing costs, are applied by the Borrowers as a prepayment of the Revolving Credit Facility, (c) the property to be released consists of the entire parcel or parcels of property acquired and is not a mere portion thereof, and (d) the other Loan Borrowers shall submit to the Agent properly prepared release documents in a form satisfactory to Agent, and with respect to any new parcel described in clause (b)(i) hereof, properly prepared Security Documents (or, in the case of a partial defeasancefor such parcel, the applicable Property warranty deed and closing statement for such property or properties, and such other information as the Agent shall be released from reasonably request. The Banks hereby authorize the Lien Agent to execute such releases and accept the substitution of such Security Documents under the foregoing conditions without the necessity of notice to or consent or agreement of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note Banks or the Defeased NoteRequired Banks. If required by any title company, as any Bank will furnish then current confirmation of the case may be. Lender will, at Borrowers’ expense, Agent's continued authority to execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, documents in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral any property as provided for in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgagesthis Subsection. (b) Upon Agent agrees, on behalf of Banks, to execute releases of all properties of Borrowers from the occurrence of any Defeasance Event, other than a Defeasance Event affecting all lien and encumbrance of the PropertiesExisting Security Documents and any additional Security Documents required pursuant to Subsection 3.3(b) hereof in substantially the form of the Release of Collateral Assignment of Leases, all references herein Rents, and Profits and Security Agreement and UCC-1 Financing Statement attached hereto as Exhibit "K" (or in a form otherwise necessary or advisable under applicable law) upon receipt by CNLR of an Investment Grade Rating (or receipt by CNLR of written confirmation that the only condition to receipt of an Investment Grade Rating is the term “Properties” or release of the term “Property” shall be deemed to exclude the Property affected by such Defeasance EventExisting Security Documents).

Release of Property. (a) Upon compliance If Borrower shall pay or cause to be paid, the principal of and interest on the Note in full at maturity or as permitted in accordance with the requirements of this Section 2.5.2, terms thereof or hereof and all of the Properties shall be released from the Lien of the Mortgages and other Indebtedness payable to Lender hereunder by Borrower or secured hereby or by the other Loan Documents and all of the payment Obligations shall have been performed, then this Mortgage and all the other Loan Documents shall be discharged and satisfied or assigned (orto Borrower or to any other Person at Borrower's direction and without representation or warranty by, or recourse to, Lender), at Borrower's option, without warranty (except that Lender shall be deemed to have represented that such release and termination or reassignment has been duly authorized and that it has not assigned or encumbered this Mortgage or the other Loan Documents), at the expense of Borrower upon its written request, and, with respect to the Mortgaged Property located in the case State of a partial defeasanceGeorgia, Lender shall cancel and surrender this Mortgage. Concurrently with such release and satisfaction or assignment or cancellation and surrender of this Mortgage and all the applicable other Loan Documents, Lender will return to Borrower the Note and all insurance policies relating to the Mortgaged Property shall which may be released from held by Lender, any amounts held in escrow pursuant to this Mortgage or the Lien Cash Collateral Agreement, if applicable, or otherwise, and any part of the related Mortgaged Property or other Collateral that may be in its possession and, on the written request and at the expense of Borrower, will execute and deliver such instruments of conveyance, assignment and release (including appropriate UCC-3 termination statements) prepared by Borrower and as may reasonably be requested by Borrower to evidence such release and satisfaction, or assignment, or cancellation and surrender and any such instrument, when duly executed by Lender and, if appropriate, duly recorded by Borrower in the places where this Mortgage and each other Loan Document is recorded, shall conclusively evidence the release and satisfaction or assignment or cancellation and surrender of this Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties . (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. b) Notwithstanding anything to the contrary contained in this Section 2.5 38, Borrower shall be entitled to have one or elsewhere in more Properties released from the Lien of this AgreementMortgage or may require Lender to cancel and surrender this Mortgage with respect to one or more of the Properties, but, in the event thateither case, not more than six (6) Properties, in connection with (A) prior to June 30, 1999 (or June 30, 2001 if the Maturity Date of the Note is extended to such date by Lender), payment of an amount equal to one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient hundred twenty-five percent (125%) of the Allocated Loan Amount with respect to repay in full the Outstanding Principal Balance and Property to be released together with all accrued and unpaid interest thereonrelated to said Allocated Loan Amount or (B) delivery of Defeasance Collateral, provided that all of the conditions set forth below have been satisfied: (i) Lender shall have received from Borrower at least thirty days' prior written notice of the date proposed for such release (the "Release Date"), which Release Date shall be a Payment Date (as defined in the Note); (ii) No Event of Default shall have occurred and be continuing as of the date of such notice and the Release Date; (A) If the Release Date shall be prior to June 30, 1999 (or June 30, 2001 if the Maturity Date of the Note is extended to such date by Lender), Borrower shall deliver to Lender funds in an amount equal to one hundred twenty-five percent (125%) of the Allocated Loan Amount for the Property to be released or (B) if the Release Date is after June 30, 1999 (or June 30, 2001 if the Maturity Date of the Note is extended to such date by Lender), Borrower shall deliver to Lender (pursuant to and in accordance with the provisions of Sections 46 and 47 hereof) on the Release Date Defeasance Collateral in such amount as shall satisfy the Minimum Defeasance Collateral Requirement with respect to such Property; (iv) Borrower shall have delivered to Lender an Officer's Certificate, dated the Release Date, confirming the matters referred to in clause (ii) above, certifying that the provisions of clause (iii) above have been complied with and certifying that all conditions precedent for such release contained in this Mortgage have been complied with; (v) Borrower, at its sole cost and expense, shall have delivered to Lender, one or more endorsements to the Lender policy of title insurance delivered to Lender on the date hereof in connection with this Mortgage insuring that, after giving effect to such release, (x) the Liens created hereby and insured thereunder are first priority Liens on the respective remaining Properties shall subject only to the Permitted Encumbrances applicable to the remaining Properties and (y) that such policy is in full force and effect and unaffected by such release; (vi) The Debt Service Coverage Ratio with respect to the remaining Properties would be not less than 1.60:1; (vii) The Loan to Value Ratio for each of the Properties that will not be released from the Lien of the Mortgagesis less than seventy percent (70%). (bviii) Upon Borrower shall deliver written confirmation from the occurrence Rating Agencies that such release will not result in a downgrade, withdrawal or qualification of the then current ratings of any Defeasance Event, other than a Defeasance Event affecting all securities backed in part by this Mortgage; (ix) (as evidenced by appraisals prepared by Independent Appraisers selected by Lender performed at Borrower's expense) the fair market value of the Properties, all references herein Properties that will remain subject to the term “Properties” or lien of this Mortgage as of the term “Property” date of the proposed release shall not be deemed less than the fair market value of such Properties as of the date of this Mortgage as evidenced by appraisals delivered to exclude Lender on the Property affected Closing Date; (x) Lender shall have received from Borrower with respect to the matters referred to in clause (vi), (x) statements of the Net Operating Income and Debt Service (both on a consolidated basis and separately for the applicable Property(ies) to be released) for the applicable measuring period, and (y) based on the foregoing statements of Net Operating Income and Debt Service, calculations of the Debt Service Coverage Ratio both with and without giving effect to the proposed release, and (z) calculations of the ratios referred to in such clause (vi), accompanied by an Officers' Certificate stating that such Defeasance Eventstatements, calculations and information are true, correct, and complete in all material respects.

Release of Property. The Loan and the Affiliate Guaranty (aNY Borrowers) Upon compliance with shall be secured by, among other things, the requirements of First Mortgages, each creating a first Lien on the applicable Individual Property, and the other Collateral. The Affiliate Guaranty (Portfolio Borrowers) shall be secured by, among other things, the Third Mortgages, each creating a third Lien on the applicable Individual Property, and the other Collateral. Except as expressly set forth below in this Section 2.5.28.6, Administrative Agent shall have no obligation to release from the Liens of the First Mortgages, the Second Mortgages, the Third Mortgages and the Pledge and Security Agreement any Individual Property or other Collateral until all of the Properties shall be released from Secured Obligations, the Lien of the Mortgages Second Mortgage Secured Obligations, and the other Third Mortgage Secured Obligations have been 153251886 Loan Documents Agreement (orNY Loan) - GTJ Portfolio Refinancing - AIG paid and performed in full in cash, in the case and all obligations of a partial defeasanceAdministrative Agent and Lender under this Agreement, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers) and the Third Mortgages have terminated. 8.6.1 Notwithstanding the foregoing, following the Release Lockout Date, Borrowers shall be entitled to obtain (i) releases from the Liens of the First Mortgages, the Second Mortgages, the Third Mortgages and the Pledge and Security Agreement as to any one or more Individual Properties (except for (a) the ▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, (b) the ▇▇-▇▇ ▇▇▇▇ ▇▇▇ Property, (c) the 114-15 ▇▇▇ ▇▇▇▇▇▇ Property, or (d) the 100-110 Midland Property), and (ii) partial releases of the Pledge and Security Agreement as to the membership interests in the applicable Borrower that owns any Released Property (each Individual Property together with the pledge of membership interests in the applicable Borrower released in accordance with this Section 8.6 being referred to herein as a “Released Property”, and the Properties and pledge of membership interests that have not been released in accordance with this Section 8.6 being collectively referred to herein as the “Remaining Properties”), provided that all of the following conditions (collectively, the “Release Conditions”) are satisfied as of the date of the release of each Released Property (the “Release Date”). A. Borrowers have delivered to Administrative Agent, not later than thirty (30) days prior to the proposed Release Date, a written request for the release of such Released Property (each, a “Release Request”), which Release Request shall (i) confirm that, as of the proposed Release Date, each of the Release Conditions shall be satisfied and (ii) include such supporting documentation demonstrating such satisfaction as may be required by Administrative Agent. B. After giving effect to the release of the proposed Released Property, no more than eight (8), in the aggregate, of (x) the Properties and (y) the properties comprising the Cross-Collateralized Portfolio shall have been released pursuant to this Section 8.6 or Section 8.6 of the Cross-Collateralized Loan Agreement, as applicable. C. After giving effect to the release of the Released Property, no more than $60,000,000.00, in the aggregate, of (x) all previous repayments of the Secured Obligations in connection with all Properties previously released by Administrative Agent pursuant to this Section 8.6, and/or (y) all previous repayments of the Secured Obligations as defined in the Cross-Collateralized Loan Agreement in connection with any portion of the Cross-Collateralized Portfolio previously released by Administrative Agent pursuant to Section 8.6 of the Cross-Collateralized Loan Agreement has been prepaid by Borrowers and/or the Cross-Collateralized Borrowers, as applicable. D. No Default or Event of Default shall exist under any of the Loan Documents at the time of delivery of the Release Request through the Release Date. E. With respect to each individual Released Property, the Borrowers have paid to Administrative Agent an amount equal to one hundred ten percent (110%) of the Allocated Loan Amount applicable to such Released Property (such amount paid to 153251886 Loan Agreement (NY Loan) - GTJ Portfolio Refinancing - AIG Administrative Agent with respect to each individual Released Property being referred to herein as the “Release Amount”). F. Immediately after the release of such Released Property from the lien of the applicable First Mortgage, Second Mortgage and Third Mortgage, the Portfolio Debt Service Coverage Ratio must be equal to or greater than the greater of (i) 1.75:1.0 and (ii) the Portfolio Debt Service Coverage Ratio immediately prior to the Release Date. G. Immediately after the release of such Released Property from the lien of the applicable First Mortgage, the Second Mortgage and Third Mortgage, the Portfolio Loan-to-Value Ratio shall be not greater than the lesser of (i) sixty percent (60%) and (ii) the Portfolio Loan-to Value Ratio (taking into account the Released Property) immediately prior to the Release Date. H. Borrowers have paid to Administrative Agent a release fee equal to $7,500, payable at the time Borrowers deliver the Release Request to Administrative Agent, which fee shall be fully earned by Administrative Agent as of the date Borrowers delivers the Release Request. I. Borrowers have paid to Administrative Agent an amount equal to the prepayment premium with respect to any Release Amount, calculated in accordance with the provisions of Section 2.3, provided, however that no such prepayment premium shall be due and payable in respect of a release of the ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Property and/or the ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. J. Borrowers may not seek the release of less than an entire Individual Property. K. Borrowers have reimbursed Administrative Agent and Lender for any and all actual out-of-pocket costs and expenses incurred by Administrative Agent and Lender in connection with the release of such Released Property (including, without limitation, reasonable out-of-pocket attorneys’ fees and costs, servicer’s fees and costs, and, the cost of any title endorsement required by Administrative Agent in its sole and absolute discretion, including, without limitation, any modification to any tie-in endorsement), whether or not such release is actually consummated. L. Borrowers and Guarantor (as applicable) have executed and delivered to Administrative Agent all documents (which documents shall be in form and substance satisfactory to Administrative Agent) reasonably requested by Administrative Agent relating to the release of such Released Property, including, without limitation, documents to modify the Loan Documents to reflect such release and/or to ratify, reaffirm and/or further evidence the continued validity of the First Mortgages, the Second Mortgages, the other Loan Documents, the Third Mortgages, the Guaranty Agreement, the Affiliate Guaranty (Portfolio Borrowers), and the Defeasance Collateral liens on the Remaining Properties created thereby. M. Cross-Collateralized Borrowers and Guarantor (as applicable) have executed and delivered to Administrative Agent all documents (which documents shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute be 153251886 Loan Agreement (NY Loan) - GTJ Portfolio Refinancing - AIG in form and deliver any agreements substance satisfactory to Administrative Agent) reasonably requested by Borrowers Administrative Agent relating to the release of such Released Property, including, without limitation, documents to modify the Lien Cross-Collateralized Loan Documents to reflect such release and/or to ratify, reaffirm and/or further evidence the continued validity of the Mortgages Affiliate Guaranty (Portfolio Borrowers) and the other Cross-Collateralized Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the MortgagesDocuments. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance Lender shall, upon written request, upon payment in full of the Debt in accordance with the requirements of this Section 2.5.2, all terms and provisions of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages Mortgage. In connection with the release of the Lien of the Mortgage, Borrower shall submit to Lender, not less than ten (10) days prior to the Repayment Date, a release of Lien of the Mortgage (and related Loan Documents) for execution by ▇▇▇▇▇▇. Such release shall be in a form appropriate in the jurisdiction in which the Property is located. Borrower shall pay all fees and out-of-pocket costs, taxes and expenses associated with the release of the Lien of the Mortgage, including ▇▇▇▇▇▇’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with same. (b) Notwithstanding the foregoing, if Borrower advises Lender that it desires to effectuate the consequences to Lender of a repayment or prepayment in a manner which will permit the assignment of the Note and the Mortgage to a new lender providing the repayment or prepayment funds, then Lender shall (i) assign the Mortgage and all of the other Loan Documents from all of the Properties to any Person designated by Borrower, which assignment documents shall be in recordable form (orbut without representation or warranty by, in the case of a partial defeasanceor recourse to, Lender, except as to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased NoteLoan and that Lender owns the Note and Mortgage free of any liens and encumbrances and has the authority to effect the assignment), (ii) deliver to or as directed by ▇▇▇▇▇▇▇▇ the originally executed Note and all originally executed other notes which may have been consolidated, amended and/or restated in connection with the execution of the Note or, with respect to any note where the original has been lost, destroyed or mutilated, a lost note affidavit for the benefit of the assignee lender and the title insurance company insuring the Mortgage, as applicableassigned, as in form sufficient to permit such title insurance company to insure the lien of the Prepayment Lockout Expiration Date. In Mortgage as assigned to and held by the case of a partial defeasance, Lender shall refund assignee without exception for any matter relating to the applicable Borrower owning lost, destroyed or mutilated note, (iii) execute and deliver an allonge with respect to the Property being defeased that portion Note and any other note(s) as described in the preceding clause (ii) above without recourse, covenant, representation or warranty of any nature, express or implied (except for a representation as to the outstanding principal balance of the Reserve Funds then held Loan and that Lender owns the Note and the Mortgage free of any liens and encumbrances and has the authority to execute and deliver the allonge), (iv) deliver the original executed Mortgage or a certified copy of record, and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment. All reasonable fees and out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender that are allocated to in connection with the Property being defeased as reasonably determined foregoing shall be paid by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement▇▇▇▇▇▇▇▇; provided, in the event that, in no event shall Borrower be required to pay any premium to the Lender or the Servicer in connection therewith. For the avoidance of ambiguity, Borrower shall pay any mortgage recording tax, recording fees or other costs or expenses incurred in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgagesany such assignment. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance with the requirements of this Section 2.5.2, all of the Properties or, if a partial defeasance, the applicable Property, shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ ' expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents Mortgage from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from or the applicable Property), as the case may be. Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including including, in the case of full defeasance, payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Stated Maturity Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the MortgagesMortgage. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “"Properties” " or the term “"Property” " shall be deemed to exclude the Property affected by any such Defeasance Event.

Release of Property. Provided (ai) Upon compliance with no Event of Default shall have occurred and be continuing (unless such Event of Default solely relates to an Individual Property to be released pursuant to this Section 2.9 to cure such Event of Default and such Event of Default was not caused in bad faith to circumvent the requirements of this clause (i)) and (ii) no Total Defeasance Event and/or Partial Defeasance Event shall have occurred pursuant to Section 2.5.22.8 hereof, all Borrower shall have the right at any time after the Release Date and prior to the Anticipated Repayment Date to obtain the release (the “Release”) of one or more Individual Properties (each such Individual Property, collectively, the “Released Property”) from the lien of the Properties applicable Security Instrument thereon (and related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with thirty (30) days (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice of the proposed Release (the date of L▇▇▇▇▇’s receipt of such notice shall be released from referred to herein as a the Lien “Release Notice Date”); (b) Borrower shall submit to Lender, not less than ten (10) days prior to the date of such Release, a release of lien (and related Loan Documents) for the Mortgages Released Property for execution by L▇▇▇▇▇. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide all other documentation as may be required to satisfy the Prudent Lender Standard in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents not being released (or, in or as to the case of a partial defeasance, parties to the applicable Loan Documents and Properties subject to the Loan Documents not being released); (c) The Released Property shall be released from conveyed to a Person other than Borrower and/or its Affiliates; (d) Borrower shall (A) partially prepay the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note Debt in accordance with Section 2.7(b) or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased NoteSection 2.7(c) hereof, as applicable, including payment in full an amount equal to the Release Price for the Released Property, (B) pay any applicable Interest Shortfall due hereunder in connection therewith and (C) pay any Yield Maintenance Premium due in connection therewith; (e) As of each of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, Release Notice Date and as of the Prepayment Lockout Expiration Date. In date of consummation of the case Release, after giving effect to the release of a partial defeasancethe lien of the Security Instrument(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the Debt Service Coverage Ratio with respect to the remaining Individual Properties shall be not less than the greater of (1) the Debt Service Coverage Ratio of all Individual Properties encumbered by the Security Instrument immediately prior to the Release Notice Date or the consummation of the Release (as applicable) (but in no event greater than 2.43:1.00) and (2) the Minimum Debt Service Coverage Ratio; (f) As of each of the Release Notice Date and as of the date of consummation of the Release, after giving effect to the release of the lien of the Security Instrument(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the LTV with respect to the remaining Individual Properties shall be not greater than the lesser of (1) the Maximum LTV or (2) the LTV with respect to all of the Individual Properties immediately prior to the Release Notice Date or the consummation of the Release, as applicable (but in no event less than 63%) (with each of (1) and (2) being determined based upon updated Appraisals for each of the Individual Properties or such other method as may be determined by Lender pursuant to the Prudent Lender Standard); (g) As of each of the Release Notice Date and as of the date of consummation of the Release, after giving effect to the release of the lien of the Security Instrument(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the Debt Yield with respect to the remaining Individual Properties shall be not less than the greater of (1) the Debt Yield of all Individual Properties encumbered by the Security Instrument immediately prior to the Release Notice Date or the consummation of Release (as applicable) (but in no event greater than 9.35%) and (2) the Minimum Debt Yield; (h) The Release shall be permitted under REMIC Requirements in effect as of each of (I) the Release Notice Date and (II) the consummation of the Release; (i) If required by L▇▇▇▇▇, Lender shall refund have received a Rating Agency Confirmation with respect to the applicable Release; (j) To the extent such Release relates to a release of a Hilton Individual Property, Borrower owning shall have delivered to Lender evidence reasonably acceptable to Lender that such Hilton Individual Property has been severed from the Property being defeased Hilton Master Lease and that portion such severing of the Reserve Funds then held by Hilton Master Lease shall not have a Material Adverse Effect or an adverse effect on the terms of the Hilton Master Lease, the obligations of Tenant under the Hilton Master Lease or the rights of Borrower under the Hilton Master Lease; and (k) Borrower shall (A) deliver to Lender that are allocated (1) a REMIC Opinion with respect to the Property being defeased Release and (2) an opinion of counsel satisfying the Prudent Lender Standard and acceptable to the Rating Agencies (issued by counsel satisfying the Prudent Lender Standard and acceptable to the Rating Agencies) with respect to such other matters as reasonably determined may be required by L▇▇▇▇▇ in order to satisfy the Prudent Lender Standard and (B) pay all of Lender’s reasonable costs and expenses and the costs and expenses of the Rating Agencies in connection with the Release, including, without limitation, counsel fees. Notwithstanding anything to the contrary contained in this Section 2.5 2.9, the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or elsewhere any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this AgreementSection 2.9 (any such matter, an “Release Approval Item”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any Partial Release Approval Item if the same fails to meet the Prudent Lender Standard. In connection with any release under this Section 2.9, in the event thatthat such release would result in the release of all Individual Properties held by an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender from the obligations of the Loan Documents, except with respect to those obligations that are expressly provided herein to survive repayment and/or defeasance of the Loan. Notwithstanding the foregoing, in no event shall 500 W▇▇▇▇▇▇▇ LLC be released by L▇▇▇▇▇ from the obligations of the Loan Documents, other than in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien a payment of the MortgagesLoan in full. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance with Provided no Event of Default has occurred and is continuing, at any time after the requirements of this Section 2.5.2, all expiration of the Properties shall be released Lockout Period, Maker may obtain the release of an Individual Property from the Lien of the Mortgages Mortgage thereon (and related Loan Documents) and the release of Maker’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), but only upon the satisfaction of each of the following conditions: (a) Maker shall provide Lender with at least twenty (20) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property; (b) Borrower shall have sent a wire transfer to Lender of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property, together with (i) all accrued and unpaid interest on the amount of principal being prepaid on the date of such prepayment, (ii) the Prepayment Premium, if applicable, and (iii) all other sums due under this Agreement, the Note or the other Loan Documents (or, in the case of connection with a partial defeasanceprepayment including, without limitation pursuant to Section 2.4(c) hereof; (c) Maker shall have delivered evidence satisfactory to Lender that (i) Mezzanine Borrower has complied or will comply concurrently with the applicable satisfaction of the conditions of this Section 2.5, with all of the terms and conditions set forth in Section 2.5 of the Mezzanine Loan Agreement with respect to the proposed release; (d) Maker shall submit to Lender, not less than ten (10) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be in a form appropriate in each State in which the Individual Property is located and shall contain standard provisions, if any, protecting the rights of the releasing lender. In addition, Maker shall provide all other documentation Lender reasonably requires to be delivered by Maker in connection with such release, together with a certificate of Maker certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released); (e) After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Mortgages shall be at least equal to the Debt Service Coverage Ratio for all of the Properties encumbered by a Mortgage immediately prior to such release (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property; (f) Lender shall have received evidence that the Individual Property to be released is being sold pursuant to an arms length transaction to a third party purchaser which is not an Affiliate of Maker; and (g) Lender shall have received payment of all Lender’s costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property from the Lien of the related Mortgage and the other Loan Documents), review and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien approval of the Mortgages documents and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, information required to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, delivered in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgagestherewith. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. 8.4.1 . The Loan and the Affiliate Guaranty (aNY Borrowers) Upon compliance with shall be secured by, among other things, the requirements of Mortgages, each creating a first Lien on the applicable Property, and the other Collateral. The Affiliate Guaranty (Portfolio Borrowers) shall be secured by, among other things, the Third Mortgages, each creating a third Lien on the applicable Property, and the other Collateral and the Pledge and Security Agreement (Portfolio Borrowers). Except as expressly set forth below in this Section 2.5.2Section, Lender shall have no obligation to release any Property or other Collateral until all of the Properties Secured Obligations, the Second Mortgage Secured Obligations, the Third Mortgage Secured Obligations and the Pledge and Security Agreement Obligations have been paid and performed in full, and all obligations of Lender under this Agreement and the other Loan Documents have terminated. 8.4.1 Notwithstanding the foregoing, following the Release Lockout Date, Borrowers shall be released entitled to obtain (i) releases from the Lien of the Loan Documents, the Third Mortgages and the other Loan Documents Pledge and Security Agreement as to any Property, and (or, ii) partial releases of the Pledge and Security Agreement as to the membership interests in the case applicable Borrower that owns any Released Property (each Property together with the pledge of a partial defeasance, membership interests in the applicable Property shall be Borrower released from the Lien of the related Mortgage and the other Loan Documents)in accordance with this Section 8.4 being referred to herein as a “Released Property”, and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, Properties and pledge of membership interests that have not been released in accordance with this Section 8.4 being collectively referred to herein as the case may be. Lender will“Remaining Properties”), at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from provided that all of the Properties following conditions (orcollectively, in the case of a partial defeasance, to release the Lien “Release Conditions”) are satisfied as of the related Mortgage and date of the related Loan Documents from release of each Released Property (the applicable Property). Borrowers“Release Date”): a. Borrowers have delivered to Lender, pursuant not later than thirty (30) days prior to the Defeasance Security Agreementproposed Release Date, a written request for the release of such Released Property (each, a “Release Request”), which Release Request shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable(i) confirm that, as of the Prepayment Lockout Expiration proposed Release Date. In , each of the case of a partial defeasance, Lender Release Conditions shall refund be satisfied and (ii) include such supporting documentation demonstrating such satisfaction as may be required by Lender. b. After giving effect to the applicable Borrower owning release of the Property being defeased that proposed Released Property, no more than eight (8), in the aggregate, of (x) all Properties previously released by Lender pursuant to this Section 8.4, and/or (y) any Cross-Collateralized Portfolio property release from the Lien created by the Cross-Collateralized Loan Documents have been released pursuant to this Section 8.4 or Section 8.4 of the Cross-Collateralized Loan Agreement, as applicable. c. After giving effect to the release of the Released Property, no more than $60,000,000.00, in the aggregate, of (x) all previous repayments of the Secured Obligations in connection with all Properties previously released by Lender pursuant to this Section 8.4, and/or (y) all previous repayments of the Secured Obligations as defined in the Cross-Collateralized Loan Agreement in connection with any portion of the Reserve Funds then held Cross-Collateralized Portfolio previously released by Lender that are allocated pursuant to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien 8.4 of the MortgagesCross-Collateralized Loan Agreement has been prepaid by Borrower and/or the Cross-Collateralized Borrower, as applicable. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance with Provided no Event of Default has occurred and is continuing, Borrower may from time to time after the requirements Lockout Date other than during a Prepayment Lockout Window cause Mortgage Borrower to obtain a release of this Section 2.5.2, all an Individual Property from the portion of the Properties shall be released from the Lien of the Mortgages and pursuant to the other terms of Section 2.5 of the Mortgage Loan Documents (Agreement, but only upon the satisfaction or, in the case Lender’s sole discretion, waiver of a partial defeasance, the applicable Property shall be released from the Lien each of the related Mortgage and the other Loan Documents), and the Defeasance Collateral following conditions: (a) Borrower shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. provide Lender will, with at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers least twenty (20) days but no more than ninety (90) days prior written notice of its request to obtain a release the Lien of the Mortgages and the other Loan Documents from Individual Property; (b) Borrower shall have delivered evidence reasonably satisfactory to Lender that (i) Mortgage Borrower has complied with all of the Properties (or, terms and conditions set forth in the case of a partial defeasance, to release the Lien Section 2.5 of the related Mortgage and Loan Agreement with respect to a release of the related Loan Documents from Mortgage corresponding to the applicable Property). Borrowers, release requested pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 and (ii) Mortgage Lender has delivered (or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral is simultaneously delivering) such release to Mortgage Borrower; (c) Borrower shall have sent a wire transfer to Lender of immediately available federal funds in an aggregate amount sufficient equal to repay in full the Outstanding Principal Balance and Release Price for the applicable Individual Property, together with (i) all accrued and unpaid interest thereonon the amount of principal being prepaid on the date of such prepayment, (ii) the Prepayment Premium, if applicable, and (iii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment including, without limitation pursuant to Section 2.4(c) hereof; (d) Intentionally Deleted; (e) After giving effect to such release, the Debt Service Coverage Ratio for the Properties then remaining Properties subject to the Liens of the Mortgage (excluding the Individual Property to be released) shall be released from at least equal to the Lien of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting Debt Service Coverage Ratio for all of the Properties, all references herein then remaining Properties encumbered by a Mortgage immediately prior to such release (including the Individual Property to be released) immediately preceding the release of the Individual Property; (f) Lender shall have received reasonable evidence that the Individual Property to be released pursuant to the term “Properties” or the term “Property” Mortgage Loan Agreement shall be deemed conveyed to exclude a Person other than Borrower or Principal; (g) Lender shall have received payment of all Lender’s reasonable costs and expenses of third parties, including due diligence review costs and reasonable counsel fees and disbursements actually incurred in connection with the Property affected by release of such Defeasance EventPledged Member Interests from the lien of the Pledge Agreement and the review and approval of the documents and information required to be delivered in connection therewith.

Release of Property. (a) Upon compliance with the requirements Provided that no Event of this Section 2.5.2Default or Potential Event of Default then exists, all of the Properties at Borrower's written request from time to time Lender shall cause a Property to be released from the Lien of the Mortgages and Deed of Trust encumbering such Property, upon satisfaction of the other Loan Documents following conditions precedent: (or, in the case a) Borrower shall provide Lender with written notice of Borrower's request for a release of a partial defeasanceProperty not less than thirty (30) days prior to the date on which Borrower desires such release to become effective; (b) Borrower shall represent and warrant to Lender that (i) no Event of Default or Potential Event of Default exists as of the date of such release, and (ii) there has been no declared event of default under Borrower's line of credit agented by Bank of America NT&SA (or any successor facility) as of the date of such release; (c) For the Property to be released, Lender shall have been paid an amount equal to the release price allocable to such Property as shown on Exhibit A hereto (the "Release Price"); provided, however, that Borrower shall have the right to prepay additional outstanding principal under the Loan in order to comply with subparagraph (d) and/or subparagaph (e) below; (d) The Debt Service Coverage Ratio applicable to the Property shall be released from remaining subject to the Lien of the related Mortgage and Deeds of Trust shall be equal to or greater than 1.3:1 as of the other Loan Documents)date of such release; in calculating such Debt Service Coverage Ratio, and (i) Net Operating Income shall be calculated with reference to the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers Property remaining subject to release the Lien of the Mortgages Deeds of Trust following the requested release, (ii) the outstanding principal under the Loan shall reflect the prepayment of principal required under subparagraph (c) above, and (iii) Net Operating Income shall be determined by Lender on the other Loan Documents from basis of the one-year ended as of the most recent calendar quarter for which the Lender shall have received operating statements for such Property; (e) In connection with (i) the first requested release of Property for which the Release Price, when aggregrated with the Release Prices for all Property previously released, would exceed $6,250,000, and (ii) each requested release of Property thereafter: (1) Lender shall have the right, in its sole discretion, to conduct Appraisals of any or all of the Properties (or, in the case of a partial defeasance, to release the Lien Property that will remain part of the related Mortgage Collateral following the requested release, and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or (2) the outstanding principal balance of the Defeased NoteLoan, as applicableimmediately after giving effect to such requested release (taking into account all prepayments to be effected in connection therewith, as and whether or not Lender has conducted new Appraisals of any Property), shall not exceed sixty-five percent (65%) of the Prepayment Lockout Expiration Date. In the case aggregate Appraised Value of a partial defeasance, all such remaining Property; and (f) Lender shall refund to have been paid the applicable Borrower owning Prepayment Fee, if any, with respect to all principal repaid pursuant to subparagraph (c) above (including any amount prepaid in order to comply with subparagraph (d) and/or subparagaph (e) above), together with all escrow, closing and recording costs, the Property being defeased that portion costs of preparing and delivering a reconveyance of the Reserve Funds then held by Lender that are allocated to Deed of Trust encumbering released Property, and the Property being defeased as reasonably determined costs of any title insurance endorsements required by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. With the prior written consent of the Assignee in its sole and absolute discretion, the District may any time and from time to time, release any portion the Leased Property (the “Released Property”) from this Lease, provided that all costs and expenses incurred in connection with such release shall be borne by the District and there shall be no reduction in or abatement of the Lease Payments due from the District hereunder as a result of such release, and upon satisfaction of all of the following requirements which are conditions precedent to such release: (a) Upon compliance with the requirements No Event of this Section 2.5.2, all of the Properties shall be released from the Lien of the Mortgages Default has occurred and is continuing and the other Loan Documents (or, in District shall certify to the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage Corporation and the other Loan Documents), Assignee that no Event of Default has occurred and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages.is continuing; (b) The District shall file with the Corporation and the Assignee, and cause to be recorded in the District of the Alameda County Recorder an amendment to this Lease and the Site Lease which deletes the Released Property from the description of the Leased Property; and (c) The District shall file with the Corporation and the Assignee a written certificate of the District stating the District’s determination that the estimated value of the real property which will remain leased under the Site Lease and this Lease following such release is at least equal to the aggregate unpaid principal components of the Lease Payments, and the fair rental value of the property which remains subject to this Lease and the Site Lease following such release is at least equal to the Lease Payments thereafter coming due and payable hereunder. If requested by the Assignee, the District has delivered to the Assignee valuations prepared or confirmed by an independent third party, which might include, without limitation, an appraisal or a valuation by an insurance company. (d) The District has delivered to the Corporation and the Assignee an opinion of Bond Counsel to the effect that such release of Leased Property will not, in and of itself, cause the interest portion of Lease Payments to be included in income for federal income tax purposes. (e) No event giving rise to an abatement of Lease Payments has occurred or is continuing with respect to the property that remains subject to the Site Lease and this Lease following such release. (f) Such other documentation as Assignee may request. Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all written consent of the PropertiesAssignee and the satisfaction of all such conditions precedent, all references herein the Term of this Lease will thereupon end as to the term “Properties” Released Property. The District is not entitled to any reduction, diminution, extension or other modification of the term “Lease Payments whatsoever as a result of such release. The Corporation and the District shall execute, deliver and cause to be recorded all documents required to discharge the Site Lease and this Lease of record against the Released Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance with the requirements of this Section 2.5.2, all of the Properties Lender shall be released release a Property from the Lien of the Mortgages Loan Documents upon a sale or refinancing of such Property (or shall release its Lien on a membership or partnership interest in a Borrower upon such sale or refinancing of the Property owned by such Borrower), provided the following conditions are satisfied: (a) the subject sale or refinancing is pursuant to an arms' length agreement (it being understood and agreed that any such sale or refinancing shall be deemed to be an arms' length transaction if the consideration being given in connection therewith approximates the fair market value of such Property, as determined by Lender in its reasonable discretion); (b) Simultaneously with the closing of the subject sale or refinancing, Borrowers make the payments described in clauses (a) through (d) of Section 2.4.2.2; (c) Both immediately before the closing of such sale or refinancing and immediately thereafter, no Default or Event of Default shall be continuing; (d) The representations and warranties made by Borrowers in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such sale or refinancing (orand after giving effect to such sale or refinancing); (e) Borrowers shall have given Lender at least 10 days' prior written notice of such sale or refinancing, in the case accompanied by a copy of a partial defeasance, the applicable Property contract sale, and all related documents, and drafts of any applicable release documents (which shall be released from the Lien subject to Lender's approval); (f) Borrowers shall have delivered to Lender a copy of the related Mortgage final closing settlement statement for such sale or refinancing prior to the closing of such sale or refinancing; (g) Borrowers shall have paid to Lender all costs and expenses (including reasonable attorneys' fees) incurred by Lender in connection with such release; and (h) Borrowers and Guarantor (the other Loan Documents), and the Defeasance Collateral latter only as to any guaranties given or required to be given by Guarantor under this Agreement) shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements such documents as Lender may reasonably requested by Borrowers request to release confirm the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance continued validity of the Loan or Documents and the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.Liens thereof;

Release of Property. (a) Upon compliance If Borrower has elected to prepay or defease the Loan in accordance with this Agreement, upon satisfaction of the requirements of Section 2.4 or Section 2.9, as applicable, and this Section 2.5.2, all of the Properties shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance2.5.1, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the MortgagesMortgage. (b) Upon In connection with the occurrence of any Defeasance Event, other than a Defeasance Event affecting all release of the PropertiesMortgage pursuant to a defeasance, Borrower shall submit to Lender, not less than thirty (30) days prior to the Defeasance Date, a release of Lien (and related Loan Documents) for the Property for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such releases in accordance with the terms of this Agreement. Borrower shall reimburse Lender and Servicer for any actual out‑of‑pocket costs and expenses incurred by Lender and Servicer in connection with such release (including reasonable attorneys’ fees and expenses) and Borrower shall have paid or cause to be paid, in connection with such release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith, (ii) if a Securitization has occurred, all references herein costs and expenses of the Rating Agencies incurred in connection with Rating Agencies’ confirming that such release will not affect the ratings of the Securities or any class thereof, and (iii) to any Servicer, the term “Properties” or the term “Property” shall be deemed to exclude the Property affected customary and reasonable fee being assessed by such Defeasance Event.Servicer to effect such release;

Release of Property. (a) Upon compliance If Mortgagor shall pay or cause to be paid, the principal of and interest on the Note in full at maturity or as permitted in accordance with the requirements of this Section 2.5.2, terms thereof or hereof and all of the Properties shall be released from the Lien of the Mortgages and other Indebtedness payable to Mortgagee hereunder by Mortgagor or secured hereby or by the other Loan Documents (orand all of the payment Obligations shall have been performed, in then this Mortgage and all the case of a partial defeasance, the applicable Property other Loan Documents shall be released from the Lien of the related discharged and satisfied or assigned (to Mortgagor or to any other Person at Mortgagor's direction and without representation or warranty by, or recourse to, Mortgagee), at Mortgagor's option, without warranty (except that Mortgagee shall be deemed to have represented that such release and termination or reassignment has been duly authorized and that it has not assigned or encumbered this Mortgage and or the other Loan Documents), at the expense of Mortgagor upon its written request. Concurrently with such release and satisfaction or assignment of this Mortgage and all the Defeasance Collateral shall constitute the only collateral which shall secure other Loan Documents, Mortgagee will return to Mortgagor the Note and all insurance policies relating to the Mortgaged Property which may be held by Mortgagee, any amounts held in escrow pursuant to this Mortgage or the Defeased NoteCash Collateral Agreement, as if applicable, or otherwise, and any part of the case Mortgaged Property or other Collateral that may be. Lender willbe in its possession and, on the written request and at Borrowers’ expensethe expense of Mortgagor, will execute and deliver any agreements such instruments of conveyance, assignment and release (including appropriate UCC-3 termination statements) prepared by Mortgagor and as may reasonably be requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.by

Release of Property. (a) Upon compliance Lender shall, upon the written request and at the expense of Borrower, upon payment in full of the Debt in accordance herewith, release or, if requested by Borrower, assign to Borrower’s designee (without any representation or warranty by and without any recourse against Lender whatsoever) the Lien of the Loan Documents if not theretofore released. In connection with the requirements of this Section 2.5.2, all release of the Properties Lien, Borrower shall be released submit to Lender, not less than thirty (30) days prior to the date of repayment (or such shorter time as is acceptable to Lender in its sole discretion), a release of Lien, in a form appropriate in the jurisdiction in which the Property is located (and related Loan Documents) for execution by Lender. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Security Instrument, including Lender’s reasonable attorneys’ fees. (b) Additionally, Lender will release of record (any such release a “Partial Release”) an Individual Property from the Lien of the Mortgages applicable Security Instrument and the other Loan Documents (or, in the case connection with a Bona Fide Third Party Sale of a partial defeasance, the applicable such Individual Property shall be released from the Lien obligations of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages such Borrower under this Agreement and the other Loan Documents from all and after the date of the Properties closing of such Bona Fide Third Party Sale, upon Borrower’s request and satisfaction of all the following conditions: (or i) Borrower’s request for the Partial Release shall be given to Lender in writing and no later than thirty (30) days preceding the date such Partial Release is anticipated to occur; (ii) Immediately after the Partial Release, in the case of a partial defeasance, to release the Lien Debt Yield of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, Remaining Property shall authorize and direct that the payments received from Defeasance Collateral be made directly not less than 8.50%; (iii) Borrower shall have paid to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the Mortgages. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.Partial Release Payment Amount;

Release of Property. If (A) Grantor defeases all or a portion of the Loan pursuant to Section 15.01(b) hereof to facilitate the disposition of the Property or in connection with any other customary transaction within the meaning of Treas. Reg. 1.860 G-(2)(a)(8)(iii) or (B) Grantor makes a prepayment pursuant to Section 15.01(c) hereof or (C) Grantor applies Loss Proceeds from the Property towards the repayment of the Debt or towards a defeasance, Lender shall, promptly, upon satisfaction of all the following terms and conditions, execute, acknowledge and deliver to Grantor a release of this Security Instrument (a “Release”) in recordable form with respect to the Property: (a) Upon compliance with In the requirements event of this Section 2.5.2, all a prepayment or defeasance of the Properties Loan in part, but not in whole, Grantor shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note have defeased or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Noteprepaid, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding a principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund amount equal to the applicable Borrower owning Allocated Loan Amount for the Cross-collateralized Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from multiplied by the Lien of Release Price Percentage (the Mortgages“Release Price”). (b) Upon In the occurrence event of a prepayment pursuant to Section 15.01(c) hereof or defeasance pursuant to Section 15.01(b) hereof, Lender shall have received from Grantor evidence in form and substance satisfactory to Lender that the pro forma Debt Yield immediately following the Release is at least equal to the greater of the Debt Yield as of the Closing Date and the Debt Yield immediately prior to effecting such Release, accompanied by an Officer’s Certificate stating that the statements, calculations and information comprising such evidence are true, correct and complete in all respects. (c) Grantor shall, at its sole cost and expense, prepare any Defeasance Eventand all documents and instruments necessary to effect the Release, other than a Defeasance Event affecting all of the Properties, all references herein which shall be subject to the term reasonable approval of Lender, and Grantor shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs and endorsement premiums) in connection with the review, execution and delivery of the Release. (d) No Event of Default has occurred and is continuing. (e) If the General Partner is a “Properties” General Partner”, as defined in any other Cross-collateralized Mortgage, the General Partner shall have resigned as a general partner or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Eventmanaging member, as applicable, of Grantor.

Release of Property. (a) Upon compliance with the requirements of this Section 2.5.2, all Subject to payment of the Properties Exit Fee (if required) or any other fees required pursuant to Section 2.7, Borrower may obtain the release of a Property set forth on Schedule IV hereto from the Lien of the respective Security Instrument and related Loan Documents (each such Property, an “Individual Property”) and the release of Borrower’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions: (i) Borrower shall deliver notice to Lender of the proposed release of such Individual Property, and no Event of Default shall be continuing at the time such notice is delivered to Lender and on the date that the Individual Property is released from the Lien of the Mortgages Security Instrument (the “Release Date”) thereon continuing; (ii) Borrower shall have paid to Lender a minimum of (i) 130% of the applicable Allocated Loan Amount for the SpringHill Suites or Courtyard Individual Properties and (ii) 100% for the Hotel Indigo (each, a “Release Payment”) provided, however, if the Hotel Indigo is released first, then the Release Payment for the remaining Individual Properties shall be reduced to 125% of the applicable Allocated Loan Amount from 130%; (iii) Borrower shall submit to Lender, not less than thirty (30) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which such Individual Property is located and that would be reasonably satisfactory to a prudent lender. In addition, Borrower shall provide all documentation Lender requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (A) will effect such release in accordance with the terms of this Agreement, and (B) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or, in or as to the case of a partial defeasance, parties to the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of and Individual Properties subject to the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Propertynot being released). Borrowers, pursuant ; (iv) After giving effect to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Note, as applicable, including payment in full of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicablesuch release, as of the Prepayment Lockout Expiration Date. In date of such release, for the case remaining Individual Properties (excluding such Individual Property then being released), the Debt Service Coverage Ratio shall not be less than 1.50 to 1. (v) After giving effect to such release, as of the date of such release, for the remaining Individual Properties (excluding such Individual Property then being released), (A) the Loan-To-Value Ratio shall not be greater than 60%, and (B) the Debt Yield shall not be less than 14%. (vi) Borrower shall have paid or reimbursed Lender for all reasonable costs and expenses actually incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements actually incurred) in connection with any release effectuated pursuant to this Section 2.10, and Borrower shall have paid all third-party fees, costs and expenses incurred in connection with any such release. (vii) The Individual Property shall be conveyed to a Person other than Borrower; and (viii) No part of the remaining Property shall be part of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that tax lot affecting any portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien of the MortgagesIndividual Property. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. (a) Upon compliance with the requirements of Except as set forth in this Section 2.5.22.5 and Section 2.6, no repayment or prepayment of all or any portion of the Properties Loan shall be released from cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgages Mortgage on the Property. (b) Lender shall, upon the written request and at the expense of Borrower, upon indefeasible payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note, this Agreement and the other Loan Documents, release the Lien of the Mortgage on the Property and all other collateral securing the Loan. (c) In connection with the release of the Mortgage, Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Monthly Payment Date on which Borrower intends to pay the Loan in full, a draft release of Lien (and related Loan Documents) for the Property for execution by Lender. Such release shall be in a form appropriate for use in New York County and otherwise reasonably acceptable to Lender and shall contain provisions protecting the rights of the releasing lender which are then customary, if any, for such releases. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. (d) In lieu of a release of the Mortgage as provided above, upon request of Borrower and at Borrower’s sole cost and expense, Lender agrees to cooperate to provide assignments of the Mortgage and the other Loan Documents without representation or warranty (or, in the case of other than a partial defeasance, the applicable Property shall be released from the Lien representation by Lender with respect to no prior assignment of the related Mortgage Note by Lender) and the without recourse, to any Person designated by Borrower (other Loan Documentsthan Borrower or a nominee or affiliate of Borrower), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver In connection with any agreements reasonably requested by Borrowers to release the Lien assignment of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreementforegoing, Lender shall authorize execute and/or deliver pursuant to escrow arrangements reasonably acceptable to Lender (i) the originally-executed Note and direct that all originally-executed other notes which Lender actually received on the payments received from Defeasance Collateral be made directly Closing Date which may have been consolidated, amended and/or restated in connection with the execution of the Note (or if the original of the Note has been lost, destroyed or mutilated, a lost note affidavit and indemnity, in form reasonably acceptable to Lender and applied Borrower, for the benefit of the assignee lender and the title insurance company insuring the mortgage), (ii) an allonge with respect to satisfy the Obligations under the Note or the Defeased Noteand (iii) such other instruments of conveyance, as applicableassignment, termination and release (including payment in full appropriate UCC-3 termination statements and a termination of the Outstanding Principal Balance Assignment of the Loan or the outstanding principal balance Leases) in recordable form (where applicable) as may reasonably be requested by Borrower to evidence such assignment. All of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, ’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties foregoing shall be released from the Lien of the Mortgagespaid by Borrower. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. Provided (ai) Upon compliance with no Event of Default shall have occurred and be continuing (unless such Event of Default solely relates to an Individual Property to be released pursuant to this Section 2.9 to cure such Event of Default and such Event of Default was not caused in bad faith to circumvent the requirements of this clause (i)) and (ii) no Total Defeasance Event and/or Partial Defeasance Event shall have occurred pursuant to Section 2.5.22.8 hereof, all Borrower shall have the right at any time after the Release Date and prior to the Anticipated Repayment Date to obtain the release (the “Release”) of one or more Individual Properties (each such Individual Property, collectively, the “Released Property”) from the lien of the Properties applicable Security Instrument thereon (and related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions precedent: (a) Borrower shall provide Lender with thirty (30) days (or a shorter period of time if permitted by Lender in its sole discretion) prior written notice of the proposed Release (the date of Lender’s receipt of such notice shall be released from referred to herein as a the Lien “Release Notice Date”); (b) Borrower shall submit to Lender, not less than ten (10) days prior to the date of such Release, a release of lien (and related Loan Documents) for the Mortgages Released Property for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide all other documentation as may be required to satisfy the Prudent Lender Standard in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will effect such release in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the liens, security interests and other rights of Lender under the Loan Documents not being released (or, in or as to the case of a partial defeasance, parties to the applicable Loan Documents and Properties subject to the Loan Documents not being released); (c) The Released Property shall be released from conveyed to a Person other than Borrower and/or its Affiliates; (d) Borrower shall (A) partially prepay the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note Debt in accordance with Section 2.7(b) or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased NoteSection 2.7(c) hereof, as applicable, including payment in full an amount equal to the Release Price for the Released Property, (B) pay any applicable Interest Shortfall due hereunder in connection therewith and (C) pay any Yield Maintenance Premium due in connection therewith; (e) As of each of the Outstanding Principal Balance of the Loan or the outstanding principal balance of the Defeased Note, as applicable, Release Notice Date and as of the Prepayment Lockout Expiration Date. In date of consummation of the case Release, after giving effect to the release of a partial defeasancethe lien of the Security Instrument(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the Debt Service Coverage Ratio with respect to the remaining Individual Properties shall be not less than the greater of (1) the Debt Service Coverage Ratio of all Individual Properties encumbered by the Security Instrument immediately prior to the Release Notice Date or the consummation of the Release (as applicable) (but in no event greater than 2.43:1.00) and (2) the Minimum Debt Service Coverage Ratio; (f) As of each of the Release Notice Date and as of the date of consummation of the Release, after giving effect to the release of the lien of the Security Instrument(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the LTV with respect to the remaining Individual Properties shall be not greater than the lesser of (1) the Maximum LTV or (2) the LTV with respect to all of the Individual Properties immediately prior to the Release Notice Date or the consummation of the Release, as applicable (but in no event less than 63%) (with each of (1) and (2) being determined based upon updated Appraisals for each of the Individual Properties or such other method as may be determined by Lender pursuant to the Prudent Lender Standard); (g) As of each of the Release Notice Date and as of the date of consummation of the Release, after giving effect to the release of the lien of the Security Instrument(s) encumbering the Individual Property or Individual Properties proposed by Borrower to be released, the Debt Yield with respect to the remaining Individual Properties shall be not less than the greater of (1) the Debt Yield of all Individual Properties encumbered by the Security Instrument immediately prior to the Release Notice Date or the consummation of Release (as applicable) (but in no event greater than 9.35%) and (2) the Minimum Debt Yield; (h) The Release shall be permitted under REMIC Requirements in effect as of each of (I) the Release Notice Date and (II) the consummation of the Release; (i) If required by Lender, Lender shall refund have received a Rating Agency Confirmation with respect to the applicable Release; (j) To the extent such Release relates to a release of a Hilton Individual Property, Borrower owning shall have delivered to Lender evidence reasonably acceptable to Lender that such Hilton Individual Property has been severed from the Property being defeased Hilton Master Lease and that portion such severing of the Reserve Funds then held Hilton Master Lease shall not have a Material Adverse Effect or an adverse effect on the terms of the Hilton Master Lease, the obligations of Tenant under the Hilton Master Lease or the rights of Borrower under the Hilton Master Lease; and (k) Borrower shall (A) deliver to Lender (1) a REMIC Opinion with respect to the Release and (2) an opinion of counsel satisfying the Prudent Lender Standard and acceptable to the Rating Agencies (issued by counsel satisfying the Prudent Lender Standard and acceptable to the Rating Agencies) with respect to such other matters as may be required by Lender that are allocated in order to satisfy the Property being defeased as reasonably determined by Prudent Lender Standard and (B) pay all of Lender’s reasonable costs and expenses and the costs and expenses of the Rating Agencies in connection with the Release, including, without limitation, counsel fees. Notwithstanding anything to the contrary contained in this Section 2.5 2.9, the parties hereto hereby acknowledge and agree that after the Securitization of the Loan (or elsewhere any portion thereof or interest therein), with respect to any Lender approval or similar discretionary rights over any matters contained in this AgreementSection 2.9 (any such matter, an “Release Approval Item”), such rights shall be construed such that Lender shall only be permitted to withhold its consent or approval with respect to any Partial Release Approval Item if the same fails to meet the Prudent Lender Standard. In connection with any release under this Section 2.9, in the event thatthat such release would result in the release of all Individual Properties held by an Unencumbered Borrower, such Unencumbered Borrower shall be released by Lender from the obligations of the Loan Documents, except with respect to those obligations that are expressly provided herein to survive repayment and/or defeasance of the Loan. Notwithstanding the foregoing, in no event shall 500 ▇▇▇▇▇▇▇▇ LLC be released by Lender from the obligations of the Loan Documents, other than in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from the Lien a payment of the MortgagesLoan in full. (b) Upon the occurrence of any Defeasance Event, other than a Defeasance Event affecting all of the Properties, all references herein to the term “Properties” or the term “Property” shall be deemed to exclude the Property affected by such Defeasance Event.

Release of Property. If (A) Borrower defeases all or a portion of the Loan pursuant to Section 15.01(b) hereof to facilitate the disposition of the Cross-collateralized Properties or in connection with any other customary transaction within the meaning of Treas. Reg. 1.860 G-(2)(a)(8)(iii) or (B) Borrower makes a prepayment pursuant to Section 15.01(c) hereof or (C) Borrower applies Loss Proceeds from the Cross-collateralized Properties towards the repayment of the Debt or towards a defeasance, Lender shall, promptly, upon satisfaction of all the following terms and conditions, execute, acknowledge and deliver to Borrower a release of this Security Instrument (a "Release") in recordable form with respect to the Cross-collateralized Properties: (a) Upon compliance with In the requirements event of this Section 2.5.2, all a prepayment or defeasance of the Properties Loan in part, but not in whole, Borrower shall be released from the Lien of the Mortgages and the other Loan Documents (or, in the case of a partial defeasance, the applicable Property shall be released from the Lien of the related Mortgage and the other Loan Documents), and the Defeasance Collateral shall constitute the only collateral which shall secure the Note have defeased or the Defeased Note, as the case may be. Lender will, at Borrowers’ expense, execute and deliver any agreements reasonably requested by Borrowers to release the Lien of the Mortgages and the other Loan Documents from all of the Properties (or, in the case of a partial defeasance, to release the Lien of the related Mortgage and the related Loan Documents from the applicable Property). Borrowers, pursuant to the Defeasance Security Agreement, shall authorize and direct that the payments received from Defeasance Collateral be made directly to Lender and applied to satisfy the Obligations under the Note or the Defeased Noteprepaid, as applicable, including payment in full a principal amount equal to one hundred-twenty percent (120%) of the Outstanding Principal Balance of Allocated Loan Amount for the Loan or the outstanding principal balance of the Defeased Note, as applicable, as of the Prepayment Lockout Expiration Date. In the case of a partial defeasance, Lender shall refund Cross-collateralized Property to the applicable Borrower owning the Property being defeased that portion of the Reserve Funds then held by Lender that are allocated to the Property being defeased as reasonably determined by Lender. Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, in the event that, in connection with one or more partial defeasances, Borrowers deliver Defeasance Collateral in an aggregate amount sufficient to repay in full the Outstanding Principal Balance and all accrued and unpaid interest thereon, all remaining Properties shall be released from (the Lien of the Mortgages"Release Price"). (b) Upon In the occurrence event of a prepayment pursuant to Section 15.01(c) hereof or defeasance pursuant to Section 15.01(b) hereof, Lender shall have received from Borrower evidence in form and substance satisfactory to Lender that the pro forma Debt Yield immediately following the Release is at least equal to 8.50%, accompanied by an Officer's Certificate stating that the statements, calculations and information comprising such evidence are true, correct and complete in all respects. (c) Borrower shall, at its sole cost and expense, prepare any Defeasance Eventand all documents and instruments necessary to effect the Release, other than a Defeasance Event affecting all of the Properties, all references herein which shall be subject to the term “Properties” reasonable approval of Lender, and Borrower shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys' fees and disbursements, title search costs and endorsement premiums) in connection with the review, execution and delivery of the Release. (d) No Event of Default has occurred and is continuing or shall result as a consequence of the term “Property” shall be deemed to exclude the Property affected by such Defeasance EventRelease.