Common use of Partial Defeasance Clause in Contracts

Partial Defeasance. Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 below, have the right to defease a portion of the Loan (a “Partial Defeasance”) upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial Defeasance; (ii) Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d) hereof; (iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d). A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property Crossed Loan Total Defeasance on or after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 belowDate, have the right to defease a portion of the Loan (a “Partial Defeasance”) equal to the Applicable Crossed Loan Partial Defeasance Amount with respect to such Crossed Loan Total Defeasance (the “Partial Defeasance Amount”) upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b2.7(c) and on which it shall effect the Partial Defeasance, which date shall be the same date as the Crossed Loan Total Defeasance Date; (ii) Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b2.7(c) and Sections 2.7(c2.7(d) and (de) hereof; (iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d2.7(e). A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b2.7(c), and (y) if a Securitization has occurred, a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If a Securitization has occurred, and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viii) If a Securitization has occurred, Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) Defeasance and related transactions, including the substitution of the Partial Defeasance Collateral Collateral, will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 (to the extent applicable) have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. (i) Provided no Event of Default shall have occurred and remain uncured and provided that the Floating Rate Component is being simultaneously prepaid in full in accordance with the terms and conditions of this Agreement (or has been prepaid in full in accordance with the terms and conditions of this Agreement), Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Release Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan related to the Fixed Rate Component and obtain a release of the lien on the applicable portion of the equity Collateral relating to one or more Individual Properties being defeased by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ prior written days notice (or such a shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as the “Partial Defeasance Notice Date”); (iiB) Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A1) all payments of principal and interest due and payable on the portion of the Fixed Rate Component being defeased to and including the end of the Interest Accrual Period related to the Partial Defeasance Date (provided that, if such Partial Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan portion of the Fixed Rate Component being defeased to and including the Partial Defeasance Date and end of the Interest Accrual Period related to the next occurring Monthly Payment Date); (B2) all other sums, if any, then due and payable under the Note, this Loan Agreement, the Mortgage Pledge Agreement and the other Loan DocumentsDocuments through and including the end of the Interest Accrual Period related to the Partial Defeasance Date (or, if the Partial Defeasance Date is not a Monthly Payment Date, the end of the Interest Accrual Period related to the next occurring Monthly Payment Date); (3) all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Partial Defeasance Event, the release of the lien of the Pledge Agreement for the applicable Collateral, the review of the proposed Partial Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (4) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Defeased Note and/or the Partial Defeasance Event; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d2.12(c) hereof; (ivD) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the each Note and issue two substitute notesnotes for each Note, one note having a principal balance equal to the Partial Defeasance Amount pro rata portion of the Release Price (or applicable portion thereof) for the subject Collateral related to such Note (the “Defeased Note”), and the other note having a principal balance equal to the pro rata portion of the excess of (A1) the then-outstanding principal amount of such Note existing immediately prior to the Loanapplicable Partial Defeasance Event, over (B2) the amount of the related Defeased Note (the “Undefeased Note”). The Each Defeased Note and Undefeased Note shall have identical terms as the related Note except for the principal balance. In connection therewith, the Monthly Debt Service Payment Amount allocated to such Note and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vE) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary and other reasonably satisfactory qualifications, assumptions and exceptions opining, among other things, that (wI) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xII) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, purposes and (zIII) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; ; (vii2) If and a REMIC Opinion as to the extent required by the Rating Agencies, Partial Defeasance Event and (3) a nonNew Non-consolidation opinion Consolidation Opinion with respect to the Successor Borrower; (viiiG) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date and (II) the date of the consummation of the Partial Defeasance Event; (H) If a Securitization has occurred, Borrower shall deliver to Lender a Rating Agency Confirmation as to the Partial Defeasance Event; (I) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officerOfficer’s certificate Certificate certifying that the requirements set forth in this Section 2.7 2.12 have been satisfied; (xJ) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xiK) Borrower shall have satisfied the conditions to such Release of Collateral in accordance with Section 2.10 hereof (other than Section 2.10(f)); (L) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiiM) Mortgage Borrower, Mezzanine A Borrower and Mezzanine B Borrower shall pay all costs have partially defeased the fixed rate portion of the Mortgage Loan, the Mezzanine A Loan and expenses the Mezzanine B Loan with respect to the related Individual Property and Applicable Collateral and paid down the floating rate portion of Lender incurred the Mortgage Loan, the Mezzanine A Loan and the Mezzanine B Loan in connection full, in each case, in accordance with the defeasanceMortgage Loan Agreement, including Lender’s reasonable attorneys’ fees the Mezzanine A Loan Agreement and expenses and Rating Agency fees and expensesthe Mezzanine B Loan Agreement.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition shall have the right at any time and from time to and only in connection with a Partial Release of a Partial Release Property time after the First Open Defeasance Release Date and prior to the First Open Prepayment date that is ninety (90) days prior to the Effective Maturity Date as provided in Section 2.17 below, have the right to defease obtain a portion release of the Loan Lien of the Mortgages encumbering one or more Individual Properties other than the Marriott Marquis (a “Partial Defeasance”) upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ prior days written notice specifying (or such shorter period of time if permitted by Lender in its sole discretionA) specifying a date Debt Service Payment Date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) 2.5.2 and on which it shall effect the Partial Defeasancedefeasance and (B) the Individual Property or Properties proposed to be released from the Lien of the Mortgages (individually a “Release Property” and collectively the “Release Properties”); (ii) Borrower shall pay to Lender (A) all payments of accrued and unpaid interest due on the Loan principal balance of the Note to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the Mortgage Mortgages and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to one hundred twenty-five percent (125%) of the Partial Defeasance Allocated Loan Amount for the Release Property or Release Properties, as the case may be (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance balance. The Components shall be allocated between the Defeased Note and monthly paymentsthe Undefeased Note on a pro-rata basis based upon the Allocated Loan Amount for the Individual Property being released and the Allocated Loan Amounts for the remaining Individual Properties. The Defeased Note and the Undefeased Note shall not be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)collateralized. A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Immediately after giving effect to the release of the Lien of the Mortgages encumbering the Individual Property or Individual Properties proposed by Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurredbe released, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion Debt Service Coverage Ratio with respect to the Successor Borrower; remaining Individual Properties is not less than the greater of (viiiA) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release Debt Service Coverage Ratio of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect all Individual Properties immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; release and (ixB) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses2.

Partial Defeasance. (i) Provided no Event of Default shall have occurred and remain uncured and provided that the Floating Rate Component is being simultaneously prepaid in full in accordance with the terms and conditions of this Agreement (or has been prepaid in full in accordance with the terms and conditions of this Agreement), Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Release Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan related to the Fixed Rate Component and obtain a release of the lien on the applicable portion of the equity Collateral relating to one or more Individual Properties being defeased by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ prior written days notice (or such a shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as the “Partial Defeasance Notice Date”); (iiB) Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A1) all payments of principal and interest due and payable on the portion of the Fixed Rate Component being defeased to and including the end of the Interest Accrual Period related to the Partial Defeasance Date (provided that, if such Partial Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan portion of the Fixed Rate Component being defeased to and including the Partial Defeasance Date and end of the Interest Accrual Period related to the next occurring Monthly Payment Date); (B2) all other sums, if any, then due and payable under the Note, this Loan Agreement, the Mortgage Pledge Agreement and the other Loan DocumentsDocuments through and including the end of the Interest Accrual Period related to the Partial Defeasance Date (or, if the Partial Defeasance Date is not a Monthly Payment Date, the end of the Interest Accrual Period related to the next occurring Monthly Payment Date); (3) all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Partial Defeasance Event, the release of the lien of the Pledge Agreement for the applicable Collateral, the review of the proposed Partial Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (4) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Defeased Note and/or the Partial Defeasance Event; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d2.12(c) hereof; (ivD) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the each Note and issue two substitute notesnotes for each Note, one note having a principal balance equal to the Partial Defeasance Amount pro rata portion of the Release Price (or applicable portion thereof) for the subject Collateral related to such Note (the “Defeased Note”), and the other note having a principal balance equal to the pro rata portion of the excess of (A1) the then-outstanding principal amount of such Note existing immediately prior to the Loanapplicable Partial Defeasance Event, over (B2) the amount of the related Defeased Note (the “Undefeased Note”). The Each Defeased Note and Undefeased Note shall have identical terms as the related Note except for the principal balance. In connection therewith, the Monthly Debt Service Payment Amount allocated to such Note and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vE) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary and other reasonably satisfactory qualifications, assumptions and exceptions opining, among other things, that (wI) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xII) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, purposes and (zIII) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; ; (vii2) If and a REMIC Opinion as to the extent required by the Rating Agencies, Partial Defeasance Event and (3) a nonNew Non-consolidation opinion Consolidation Opinion with respect to the Successor Borrower; (viiiG) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date and (II) the date of the consummation of the Partial Defeasance Event; (H) If a Securitization has occurred, Borrower shall deliver to Lender a Rating Agency Confirmation as to the Partial Defeasance Event; (I) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officerOfficer’s certificate Certificate certifying that the requirements set forth in this Section 2.7 2.12 have been satisfied; (xJ) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xiK) Borrower shall have satisfied the conditions to such Release of Collateral in accordance with Section 2.10 hereof (other than Section 2.10(f)); (L) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiiM) Mortgage Borrower and Mezzanine A Borrower shall pay all costs have partially defeased the fixed rate portion of the Mortgage Loan and expenses the Mezzanine A Loan with respect to the related Individual Property and Applicable Collateral and paid down the floating rate portion of Lender incurred the Mortgage Loan and the Mezzanine A Loan in connection full, in each case, in accordance with the defeasance, including Lender’s reasonable attorneys’ fees Mortgage Loan Agreement and expenses and Rating Agency fees and expensesthe Mezzanine A Loan Agreement.

Partial Defeasance. (i) Provided no Event of Default shall have occurred and remain uncured and provided that the Floating Rate Component is being simultaneously prepaid in full in accordance with the terms and conditions of this Agreement (or has been prepaid in full in accordance with the terms and conditions of this Agreement), Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Release Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan related to the Fixed Rate Component and obtain a release of the lien of the applicable Security Instrument as to any one or more Individual Properties by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ prior written days notice (or such a shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as the “Partial Defeasance Notice Date”); (iiB) Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A1) all payments of principal and interest due and payable on the portion of the Fixed Rate Component being defeased to and including the end of the Interest Accrual Period related to the Partial Defeasance Date (provided that, if such Partial Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan portion of the Fixed Rate Component being defeased to and including the Partial Defeasance Date and end of the Interest Accrual Period related to the next occurring Monthly Payment Date); (B2) all other sums, if any, then due and payable under the Note, this Loan Agreement, the Mortgage Security Instruments and the other Loan DocumentsDocuments through and including the end of the Interest Accrual Period related to the Partial Defeasance Date (or, if the Partial Defeasance Date is not a Monthly Payment Date, the end of the Interest Accrual Period related to the next occurring Monthly Payment Date); (3) all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Partial Defeasance Event, the release of the lien of the applicable Security Instrument on the applicable Individual Property, the review of the proposed Partial Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (4) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Defeased Note and/or the Partial Defeasance Event; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d2.12(c) hereof; (ivD) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the each Note and issue two substitute notesnotes for each Note, one note having a principal balance equal to the Partial Defeasance Amount pro rata portion of the Release Price (or applicable portion thereof) for the subject Individual Property related to such Note (the “Defeased Note”), and the other note having a principal balance equal to the pro rata portion of the excess of (A1) the then-outstanding principal amount of such Note existing immediately prior to the Loanapplicable Partial Defeasance Event, over (B2) the amount of the related Defeased Note (the “Undefeased Note”). The Each Defeased Note and Undefeased Note shall have identical terms as the related Note except for the principal balance. In connection therewith, the Monthly Debt Service Payment Amount allocated to such Note and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vE) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary and other reasonably satisfactory qualifications, assumptions and exceptions opining, among other things, that (wI) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xII) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, purposes and (zIII) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; ; (vii2) If and a REMIC Opinion as to the extent required by the Rating Agencies, Partial Defeasance Event and (3) a nonNew Non-consolidation opinion Consolidation Opinion with respect to the Successor Borrower; (viiiG) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date and (II) the date of the consummation of the Partial Defeasance Event; (H) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies Agency Confirmation as to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstandingEvent; (ixI) Borrower shall deliver to Lender an officerOfficer’s certificate Certificate certifying that the requirements set forth in this Section 2.7 2.12 have been satisfied; (xJ) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xiK) Borrower shall have satisfied the conditions to such Release of an Individual Property in accordance with Section 2.10 hereof (other than Section 2.10(f)); and (L) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release an Individual Property after the First Open Defeasance Release Date and prior to the First Open Prepayment Payment Date as provided in Section 2.17 2.10 below, have the right to defease a portion of the Loan (a “Partial Defeasance”) equal to the Partial Defeasance Amount for such Individual Property (determined as provided in Section 2.10 with respect to such Partial Release) upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b2.3(B) and on which it shall effect the Partial Defeasance; (ii) Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c2.3(C) and (dD) hereof; (iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d2.3(D). A Defeased Note may not be the subject of any further defeasance;. (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower Borrower, if required by Lender, that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (wv) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xw) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance defeasance pursuant to this Section 2.7(b2.3(B), (yx) a Partial Defeasance defeasance pursuant to this Section 2.7 2.3(B) will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, (zy) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; law and (viiz) If if and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viiivii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) Defeasance and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ixviii) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 2.3(B) have been satisfied; (xix) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xix) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiixi) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. (i) Provided no Event of Default shall have occurred and remain uncured and provided that the Floating Rate Component is being simultaneously prepaid in full in accordance with the terms and conditions of this Agreement (or has been prepaid in full in accordance with the terms and conditions of this Agreement), Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Release Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan related to the Fixed Rate Component and obtain a release of the lien on the applicable portion of the equity Collateral relating to one or more Individual Properties being defeased by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ prior written days notice (or such a shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as the “Partial Defeasance Notice Date”); (iiB) Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A1) all payments of principal and interest due and payable on the portion of the Fixed Rate Component being defeased to and including the end of the Interest Accrual Period related to the Partial Defeasance Date (provided that, if such Partial Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan portion of the Fixed Rate Component being defeased to and including the Partial Defeasance Date and end of the Interest Accrual Period related to the next occurring Monthly Payment Date); (B2) all other sums, if any, then due and payable under the Note, this Loan Agreement, the Mortgage Pledge Agreement and the other Loan DocumentsDocuments through and including the end of the Interest Accrual Period related to the Partial Defeasance Date (or, if the Partial Defeasance Date is not a Monthly Payment Date, the end of the Interest Accrual Period related to the next occurring Monthly Payment Date); (3) all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Partial Defeasance Event, the release of the lien of the Pledge Agreement for the applicable Collateral, the review of the proposed Partial Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (4) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Defeased Note and/or the Partial Defeasance Event; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d2.12(c) hereof; (ivD) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the each Note and issue two substitute notesnotes for each Note, one note having a principal balance equal to the Partial Defeasance Amount pro rata portion of the Release Price (or applicable portion thereof) for the subject Collateral related to such Note (the “Defeased Note”), and the other note having a principal balance equal to the pro rata portion of the excess of (A1) the then-outstanding principal amount of such Note existing immediately prior to the Loanapplicable Partial Defeasance Event, over (B2) the amount of the related Defeased Note (the “Undefeased Note”). The Each Defeased Note and Undefeased Note shall have identical terms as the related Note except for the principal balance. In connection therewith, the Monthly Debt Service Payment Amount allocated to such Note and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vE) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary and other reasonably satisfactory qualifications, assumptions and exceptions opining, among other things, that (wI) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xII) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 Event will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, purposes and (zIII) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; ; (vii2) If and a REMIC Opinion as to the extent required by the Rating Agencies, Partial Defeasance Event and (3) a nonNew Non-consolidation opinion Consolidation Opinion with respect to the Successor Borrower; (viiiG) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date and (II) the date of the consummation of the Partial Defeasance Event; (H) If a Securitization has occurred, Borrower shall deliver to Lender a Rating Agency Confirmation as to the Partial Defeasance Event; (I) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officerOfficer’s certificate Certificate certifying that the requirements set forth in this Section 2.7 2.12 have been satisfied; (xJ) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xiK) Borrower shall have satisfied the conditions to such Release of Collateral in accordance with Section 2.10 hereof (other than Section 2.10(f)); (L) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiiM) Mortgage Borrower shall pay all costs have partially defeased the fixed rate portion of the Mortgage Loan with respect to the related Individual Property and expenses paid down the floating rate portion of Lender incurred the Mortgage Loan in connection full, in each case, in accordance with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expensesMortgage Loan Agreement.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Permitted Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the Mortgage as to any Individual Property by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least thirty not less than fifteen (3015) days’ prior written Business Days notice (or such shorter period of time if as may be permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance is to occur. Borrower’s notice of defeasance shall create an obligation of Borrower to defease a portion of the Loan as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Partial Defeasance Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of defeasance; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a an aggregate principal balance equal to Release Amount for the Partial Defeasance Amount subject Individual Property (collectively, the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loan, over (B) the amount of the Defeased Note (collectively, the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall not be cross defaulted and or cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d). A Defeased Note may not be the subject of any further defeasancedefeasance (but may he prepaid on the same terms as the Note); (v) Borrower shall execute and deliver to Lender a Defeasance Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, (A) that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) that, if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance Event pursuant to this Section 2.7(b2.5.2 (assuming a “startup day” (within the meaning of Section 8606(a)(9) of the Code) that is the earlier of the actual start-up date and the date specified in clause (a) of the definition of “Release Date” contained herein), and (yC) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (vii) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Partial Defeasance Event; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.5.2(a) have been satisfied; (x) After giving effect to the release of any Individual Properties (including the amount prepaid in Section 2.5.2(a)(ii) above and including any amount so paid in excess of 100% of the Allocated Loan Amount for any such Release Properties), the Debt Service Coverage Ratio for the Loan for the Individual Properties (excluding the Released Property) shall not be less than the greater of (i) the Debt Service Coverage Ratio as of the Closing Date for the Property as of the Closing Date and (ii) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the release of the Release Properties for the Property as of such date; provided that, in order to meet the Debt Service Coverage Ratio Test set forth in this clause (x), Borrower may defease a portion of the Loan in excess of the Release Amounts of the affected Individual Properties; (xi) Borrower shall deliver such other certificates, opinions, documents continue to comply with the terms and instruments as Lender may reasonably request; andprovisions of Section 3.1.24; (xii) Borrower shall pay all costs reasonable out-of-pocket costs. and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses, the Rating Agencies’ fees and expenses and Rating Agency any fees assessed by the Servicer in connection with such Partial Defeasance Event. (b) If Borrower has elected to make a partial defeasance and expensesthe requirements of this Section 2.5 have been satisfied, the Individual Property shall be released from the lien of the Mortgage. In connection with the release of the Lien, Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the Partial Defeasance Date (or such shorter period of time as may be permitted by Lender in its sole discretion), a release of Lien (and related Loan Documents) to be executed by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation that a reasonably prudent lender originating commercial loans for securitization similar to the Loan would reasonably require 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. Borrower shall pay all taxes and all reasonable costs and expenses associated with the release of the lien of the Mortgage, including Lender’s reasonable attorneys’ fees. Borrower shall cause title to the Individual Property so released from the lien of the Mortgage to be transferred to and held by a Person other than Borrower. Except as set forth in Section 2.4 or this Section 2.5, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of the Mortgage from the Property or any part thereof. (c) If Borrower has elected to make a partial defeasance and the requirements of this Section 2.5 have been satisfied, in lieu of the release of the Individual Property in accordance with Section 2.5.2(b), upon Borrower’s written request not less than fifteen (15) days prior to the date of the proposed assignment (or such shorter period of time as may be permitted by Lender in its sole discretion), Lender shall (i) sever the Note and assign or endorse over a severed note in the amount equal to the Release Amount for such Individual Property and assign the applicable Mortgage to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (ii) deliver to or as directed by Borrower the original executed severed note, (iii) deliver the original recorded copy of the applicable Mortgage in Lender’s possession or, at Borrower’s sole cost and expense, a certified copy of record, and (iv) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the applicable Mortgage except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. In connection with any transaction contemplated by this Section 2.5.2(c), Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the date of any assignment of a Mortgage (or such shorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such severance and assignment (including, without limitation, a severed note in the amount equal to the principal balance of the Loan after giving effect to such assignment), together with an Officer’s Certificate certifying that such severance and assignment will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being assigned (or as to the parties to the Loan Documents and the Individual Properties subject to the Loan Documents not being assigned). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.5.2(c) shall be paid by Borrower; provided that in no event shall Borrower be required to pay any fee or premium to the Lender or the Servicer in connection therewith.

Partial Defeasance. (i) Provided (i) no Event of Default shall have occurred and remain uncured (unless such Event of Default solely relates to an Individual Property to be released pursuant to this Section 2.8(b) 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) Borrower shall, as shall not have made a condition to and only prepayment of the Loan in connection accordance with Section 2.7 hereof and/or a Partial Release of a Partial Release Released Property in accordance with Section 2.9 hereof, Borrower shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Release Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the applicable Security Instrument as to any one or more Individual Properties by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ prior written days notice (or such a shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as the “Partial Defeasance Notice Date”); (iiB) Unless otherwise agreed to in writing by Lender, Borrower shall pay to Lender (A1) all payments of principal and interest due and payable on the Loan to and including the Partial Defeasance Date (provided that, if such Partial Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan to and including the next occurring Monthly Payment Date); (B2) all other sums, if any, then due and payable under the Note, this Loan Agreement, the Mortgage Security Instrument and the other Loan DocumentsDocuments through and including the Partial Defeasance Date (or, if the Partial Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (3) all escrow, closing, recording, legal, Appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Partial Defeasance Event, the release of the lien of the applicable Security Instrument on the applicable Individual Property, the review of the proposed Partial Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (4) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Defeased Note and/or the Partial Defeasance Event; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d2.8(c) hereof; (ivD) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the each Note and issue two substitute notesnotes for each Note, one note having a principal balance equal to the Partial Defeasance Amount pro rata portion of the Release Price (or applicable portion thereof) for the subject Individual Property related to such Note (the “Defeased Note”), and the other note having a principal balance equal to the pro rata portion of the excess of (A1) the then-outstanding principal amount of such Note existing immediately prior to the Loanapplicable Partial Defeasance Event, over (B2) the amount of the related Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance. In connection therewith, the Monthly Debt Service Payment Amount and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Defeased Note and the Undefeased Note shall not be cross defaulted and or cross collateralized unless the Rating Agencies or Lender (in its application of the Prudent Lender Standard) shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vE) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, that (wI) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xII) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, purposes and (zIII) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; ; (vii2) If and a REMIC Opinion as to the extent required by the Rating Agencies, Partial Defeasance Event and (3) a nonNew Non-consolidation opinion Consolidation Opinion with respect to the Successor Borrower; (viiiG) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date and (II) the date of the consummation of the Partial Defeasance Event; (H) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies Agency Confirmation as to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstandingEvent; (ixI) Borrower shall deliver to Lender an officerOfficer’s certificate Certificate certifying that the requirements set forth in this Section 2.7 2.8 have been satisfied; (xJ) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xiK) As of each of the Partial Defeasance Notice Date and as of the date of consummation of the Partial Defeasance Event, 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 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 Partial Defeasance Notice Date or the consummation of the Partial Defeasance Event (as applicable) (but in no event greater than 2.43:1.00) and (2) the Minimum Debt Service Coverage Ratio; (L) As of each of the Partial Defeasance Notice Date and as of the date of consummation of the Partial Defeasance Event, 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 Partial Defeasance Notice Date or the consummation of the Partial Defeasance Event, 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); (M) As of each of the Partial Defeasance Notice Date and as of the date of consummation of the Partial Defeasance Event, 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 Partial Defeasance Notice Date or the consummation of the Partial Defeasance Event (as applicable) (but in no event greater than 9.35%) and (2) the Minimum Debt Yield; (N) Borrower shall provide to Lender evidence reasonably acceptable to Lender that such Individual Property shall be conveyed to a Person other than Borrower and/or its Affiliates; (O) To the extent such Partial Defeasance relates to a release of a Hilton Individual Property, Borrower shall have delivered to Lender evidence reasonably acceptable to Lender that such Hilton Individual Property has been severed from the Hilton Master Lease and that such severing of the 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 (P) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and. (xiiii) If Borrower has elected to make a partial defeasance and the requirements of this Section 2.8 have been satisfied, the applicable Individual Property shall be released from the lien of the applicable Security Instrument. In connection with the release of the lien, Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Partial Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), 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 applicable Individual Property is located and shall contain standard provisions 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 (1) is in compliance with all Legal Requirements and (2) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs costs, taxes and expenses of Lender incurred in connection associated with the defeasancerelease of the lien of the applicable Security Instrument, including Lender’s reasonable attorneys’ fees fees. Borrower shall cause title to the Individual Property so released from the lien of the applicable Security Instrument to be transferred to and expenses and Rating Agency fees and expensesheld by a Person other than Borrower. Except as set forth in this Article 2, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of any Security Instrument from any Individual Property.

Partial Defeasance. Borrower shall(i) Provided no Event of Default shall have occurred and remain uncured, as a condition to and only in connection with a Partial the Market Hall Release and upon satisfaction of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided conditions set forth in Section 2.17 below7.06 hereof, Borrower shall have the right at any time after the REMIC Prohibition Period to voluntarily defease a portion of the Loan and obtain a release of the lien of the Mortgage as to the Market Hall Parcel by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least thirty not less than forty-five (3045) days’ prior written (but not more than ninety (90)) days notice (or such a shorter period of time if permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial Defeasance;Defeasance Event is to occur. (iiB) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d2.4(h) hereof; (ivD) Lender shall prepare (prepare, at Borrower’s expense) sole cost and expenses, all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Release Amount for the Market Hall Parcel, which shall be paid pursuant to the provisions of Section 7.06 (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding unpaid balance of the original principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance; and, in connection therewith, the Monthly Payment Amount and the amount of each such payment applied to principal thereafter shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)2.4(b)(iii) hereof. A Defeased Note may not be the subject of any further defeasance; (vE) Borrower shall execute and deliver to Lender a Defeasance Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, that (w1) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral and the Defeasance Collateral Account and that the Partial Defeasance CollateralSecurity Agreement is enforceable against Borrower in accordance with its terms, (x2) if in the event of a Securitization has occurredbankruptcy proceeding or similar occurrence with respect to Borrower, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery none of the Partial Defeasance Collateral nor any proceeds thereof will be property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code or any similar statute and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law; , (vii3) If the release of the lien of the Mortgage on the Market Hall Parcel and the pledge of the Partial Defeasance Collateral will not directly or indirectly result in or cause any REMIC Trust that then holds the Note to fail to maintain its status as a REMIC Trust, (4) the extent required by defeasance will not cause any REMIC Trust to be an “investment company” under the Rating Agencies, Investment Company Act of 1940 and (5) a non-consolidation opinion with respect to the Successor Borrower; (viiiG) Borrower shall deliver to Lender a written confirmation from any Rating Agency rating any Securities that the Partial Defeasance Event will not result in writing a downgrade, withdrawal, or qualification of the ratings then assigned to any of the Securities; (H) Borrower shall deliver to Lender a certificate in form and scope acceptable to Lender in its sole discretion from an Acceptable Accountant certifying that the applicable Rating Agencies Defeasance Collateral will generate amounts sufficient to make all payments of principal and interest due under the Note (including the scheduled outstanding principal balance of the Loan due on the Maturity Date); (I) Intentionally deleted; (J) Lender shall have received, at Borrower’s sole cost and expense, one or more endorsements to the Title Insurance Policy insuring that, after giving effect that to the release of the Partial Release Property from Market Hall Release, the Lien of the Mortgage as contemplated by this Section 2.7(b) insured thereunder continue to be first priority Liens on the remaining Property, subject only to Permitted Encumbrances and the substitution of the Partial Defeasance Collateral will not result in such other evidence that a downgradingreasonably prudent Lender may require, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable Undefeased Note will continue to Lender certifying that be secured by the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably requestMortgage; and (xiiK) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses. (ii) If Borrower has elected to make a partial defeasance and the requirements of this Section 2.04 and Section 7.06 have been satisfied, the Market Hall Parcel shall be released from the lien of the Mortgage. In connection with the release of the Lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Partial Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), 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 and shall contain standard provisions 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 release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the lien of the Mortgage, including Lender’s reasonable attorneys’ fees. Borrower shall cause title to the Market Hall Parcel so released from the lien of the Mortgage to be transferred to and held by a Person other than Borrower. Except as set forth in this Section 2.04, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of the Mortgage from the Property. (iii) Upon compliance with the requirements of Section 2.04(g)(i) and Section 7.06, the Market Hall Parcel shall be released from the lien of the Mortgage and the other Loan Documents, and the Partial Defeasance Collateral shall constitute collateral which shall secure the Defeased Note and all other obligations under the Loan Documents. Lender will, at Borrower’s expense, execute and deliver any agreements reasonably requested by Borrower (x) to release the lien of the Mortgage and the other Loan Documents from the Market Hall Parcel and (y) the Borrower from all obligations with respect to the Market Hall Parcel. (iv) Upon the release of the Market Hall Parcel in accordance with this Section 2.04(g), Borrower may elect to assign, or at Lender’s sole and absolute discretion, Lender may require Borrower to assign, all of its obligations and rights under the Defeased Note, together with the pledged Partial Defeasance Collateral, to a Successor Borrower. Successor Borrower shall execute an assignment and assumption agreement in form and substance satisfactory to Lender in its sole and absolute discretion pursuant to which it shall assume Borrower’s obligations under the Defeased Note and the Defeasance Security Agreement. As conditions to such assignment and assumption, Borrower shall (A) deliver to Lender one or more opinions of counsel in form and substance and delivered by counsel which would be satisfactory to a prudent Lender stating, among other things, that such assignment and assumption agreement is enforceable against Borrower and the Successor Borrower in accordance with its terms and that the Defeased Note, the Defeasance Security Agreement and the other Loan Documents, as so assigned and assumed, are enforceable against the Successor Borrower in accordance with their respective terms, and opining to such other matters relating to Successor Borrower and its organizational structure as Lender may require, and (B) pay all fees, costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, legal fees and expenses and for the review of the proposed transferee and the preparation of the assignment and assumption agreement and related certificates, documents and instruments and any fees payable to any Rating Agency fees Agencies and expensestheir counsel in connection with the issuance of the confirmation referred to in subsection (g)(i)(G) above). Upon such assignment and assumption, Borrower shall be relieved of its obligations hereunder, under the Defeased Note and under the Defeasance Security Agreement.

Partial Defeasance. Notwithstanding anything to the contrary set forth in this Agreement and the other Loan Documents, Borrower shallshall have the right, as a condition pursuant to and only in connection with a Partial Release the provisions of a Partial Release Property this Section 2.7, at any time after the First Open Permitted Defeasance Date and prior before the Prepayment Lockout Expiration Date to the First Open Prepayment Date as provided in Section 2.17 below, have the right to defease obtain a portion release of less than all of the Properties from the Lien of the Security Instruments and the other Loan Documents (each such release, a “Partial Defeasance”) upon satisfaction of the following conditionsconditions precedent: (ia) no Event of Default shall have occurred and be continuing or shall occur solely as a result of such Partial Defeasance; (b) Borrower shall provide have submitted to Lender a written request for such Partial Defeasance at least thirty (30) days’ days prior written notice to the proposed Partial Defeasance Date, which request (i) shall specify the Property or such shorter period of time if permitted by Lender in its sole discretion) specifying a Properties that Borrower intends to release and state the anticipated release date (the “Partial Defeasance Date”), which such Partial Defeasance Date shall only occur on a Monthly Payment Date, and (ii) on which Borrower shall include an Officer’s Certificate providing a certification that as of the date of such request, no Event of Default shall have satisfied the conditions in this Section 2.7(b) occurred and on which it be continuing or shall effect the occur solely as a result of such Partial Defeasance; (iic) Borrower shall pay have defeased an amount of principal equal to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date Price with respect to such Property or Properties to be released and satisfied all of the requirements of Section 2.6 hereof with respect to such Defeasance (B) all other sumswith references to “Note” meaning “Defeased Note” for the purposes of satisfying the conditions of Section 2.6); provided, then due under the Notehowever, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) that in connection with a Partial Defeasance Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d) hereof; (iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two (2) substitute notes, one note having a principal balance equal to the Partial Defeasance Amount defeased portion of the original Note (the “Defeased Note”), ) and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount undefeased portion of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall otherwise have terms identical terms as to the Note Note, except for the principal balance and monthly payments. The Defeased Note and a pro rata allocation of the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)Monthly Debt Service Payment. A Defeased Note may cannot be the subject of any further defeasanceDefeasance. (d) Borrower shall have submitted to Lender, not less than five (5) Business Days prior to the date of such release (i) such releases, satisfactions, discharges and/or assignments for EAST\87098743.3 the Property or Properties to be released for execution by Lender, which shall be in form and substance reasonably satisfactory to Lender and appropriate in the jurisdiction in which the Property is located, and (ii) if not previously delivered to Lender, a metes and bounds description of the Property or Properties to be released; (ve) If the Title Policy covered any Property other than the Property which is the subject of the Partial Defeasance, Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver have delivered to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only endorsement with regard to normal qualifications, assumptions and exceptions opining, among other things, the Title Insurance Policy that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xi) if a Securitization has occurredrequired by Lender, extends the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D date of the Code as a result Title Insurance Policy to the effective date of the Partial Defeasance pursuant to this Section 2.7(b), release and (yii) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of insures the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien priority of the Mortgage as contemplated to the remaining Property is not affected by this Section 2.7(bsuch Partial Defeasance; (f) Borrower shall have delivered to Lender evidence reasonably satisfactory to Lender that Borrower continues to be in compliance with each representation, warranty and covenant set forth in Sections 3.1.24, 4.1.15 and Schedule III following such Partial Defeasance and if Borrower is transferring the substitution Property or Properties to a Restricted Party or an Affiliate of a Restricted Party and an Insolvency Opinion has been previously delivered in connection with the Loan, Borrower shall be required to deliver a new Insolvency Opinion; (g) after giving effect to the Partial Defeasance Collateral will Defeasance, the Debt Service Coverage Ratio for the remaining Property shall not result in a downgrading, withdrawal or qualification be less than the greater of (i) 1.35 to 1.00 and (ii) the respective ratings Debt Service Coverage Ratio in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstandingPartial Defeasance; (ixh) after giving effect to the Partial Defeasance, the Loan to Value Ratio for the remaining Property shall not be greater than the lesser of (i) sixty eight and 7/10 percent (68.7)% and (ii) the Loan to Value Ratio in effect immediately prior to the Partial Defeasance; (i) Borrower shall deliver have delivered an officerOfficer’s certificate Certificate certifying that all of the requirements set forth in this Section 2.7 have been satisfied; (xj) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable have executed and delivered to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and or instruments as Lender may reasonably requestrequire in connection with the Partial Defeasance; and (xiik) Borrower shall pay have paid all of Lender’s out-of-pocket costs and expenses of Lender (including reasonable attorneys’ fees and disbursements) incurred in connection with the defeasancePartial Defeasance and the review and approval of the documents and information required to be delivered in connection therewith. In addition, including Lender’s reasonable attorneys’ Borrower shall have paid all out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of title, survey charges and recording costs, the cost of a zoning report and the out-of-pocket costs and expenses incurred by, and all fees and expenses and charges of, the Rating Agency fees and expensesAgencies) incurred in connection with the release of the Property or Properties.

Partial Defeasance. Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior (a) Notwithstanding anything to the First Open Prepayment Date as provided contrary contained herein, or in Section 2.17 below, have the right to defease a portion any of the other Loan Documents. Borrower shall be permitted to complete a Defeasance of either or both of the Release Parcels (as defined in the Security Instrument) (each, a “Partial Defeasance”"PARTIAL DEFEASANCE") upon satisfaction provided that each of the following conditionsterms and conditions are satisfied with respect to each Partial Defeasance: (i) Borrower shall provide Lender at least thirty the Lockout Period has expired; (30ii) days’ prior written notice All of the terms and conditions of SUBPARAGRAPHS 3.2 and 3.3 hereof have been satisfied with respect to each Partial Defeasance; (or such shorter period iii) All of time if permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall terms and conditions of PARAGRAPH 57 of the Security Instrument have been satisfied with respect to the conditions in this Section 2.7(b) and on which it shall effect Release Parcel that is the subject of the Partial Defeasance; (iiiv) Borrower shall have provided to Lender a written request for the Partial Defeasance at least sixty (60) days prior to the date on which the proposed Partial Defeasance is to occur; (v) No Event of Default or any event that, with the passage of time or the giving of notice, would constitute an Event of Default hereunder or any of the other Loan Documents shall exist at the time of the written request for a Partial Defeasance or at the time of the Partial Defeasance; (vi) In connection with the Partial Defeasance of a Release Parcel, Borrower shall pay to Lender as the Defeasance Deposit with regard to such Partial Defeasance an amount that would be sufficient to purchase Defeasance Collateral that will yield payments equal to one hundred twenty-five percent (125%) of (A) all the amount of the corresponding monthly loan payments allocated to such Release Parcel for the balance of interest due on the Loan to and including term of the Partial Defeasance Date Loan, and (B) all other sumsamounts required to be paid on the Maturity Date with respect to the portion of the Principal Amount allocated to such Release Parcel. For purposes hereof, then due under fourteen and 68/100ths percent (14.68%) of the Noteoutstanding principal balance of the Principal Amount shall be deemed allocated to Metro 1 (as defined in the Security Instrument) and seven and 41/100ths percent (7.41%) of the outstanding principal balance of the Principal Amount shall be allocated to Metro 2 (as defined in the Security Instrument) (if the Release Parcels are not defeased at the same time, this Loan Agreementwhen calculating the allocated amount of outstanding principal balance of the Principal Amount for the second Partial Defeasance, the Mortgage calculation will be based upon the outstanding balance of both the Defeased Note and Undefeased Note (as those terms are hereinafter defined) using the other Loan Documentsforegoing percentages). The portion of the payments generated by the Defeasance Collateral by the first sentence of this SUBPARAGRAPH 3.5(a)(vi) with respect to the Release Parcel, in excess of the amount necessary to pay the scheduled payments due for the portion of the Principal Amount allocated to such Release Parcel is hereinafter referred to as the "ADDITIONAL DEPOSIT"; (iiivii) Following the Partial Defeasance, the Actual DSCR (as defined below) for the Remaining Parcel (as defined in the Security Instrument) shall be equal to or greater than the greater of (A) at least a 1.22:1.00 debt service coverage ratio, or (B) the Actual DSCR for the entire Property as of the date immediately preceding the date of such Partial Defeasance; (viii) Following the Partial Defeasance the loan to value for the Remaining Parcel (the "LTV") (which includes all secured debt of Borrower), shall not exceed the lesser of (A) LTV for the Property as of the closing date of the Loan, which is deemed to be sixty-one and 34/100ths percent (61.34%), and (B) the LTV for the entire Property immediately preceding such Partial Defeasance, based upon an appraisal at Borrower's cost and expense from an independent MAI appraiser dated within sixty (60) days prior to the date of the anticipated Partial Defeasance, approved by Lender and the Applicable Rating Agencies (if so required) at the time of the Partial Defeasance; (ix) Lender shall have received evidence reasonably satisfactory to Lender that Borrower is Solvent (as hereinafter defined), and shall not be rendered Insolvent (as hereinafter defined) by the Partial Defeasance; (x) If the Partial Defeasance is subject to the Rating Agencies review, Lender shall have received the written confirmation of the Applicable Rating Agencies to the release of such Release Parcel from the lien of the Security Instrument and the substitution of the Defeasance Collateral (as calculated pursuant to this SUBPARAGRAPH 3.5), stating, among other things, that the Partial Defeasance shall not result in a downgrade, withdrawal or qualification of the then current ratings by the Applicable Rating Agencies of the Securities and otherwise in form and substance reasonably satisfactory to Lender and its counsel; (xi) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account pay all of Lender's reasonable costs and otherwise comply expenses incurred in connection with the provisions of matters contained in this Section 2.7(b) SUBPARAGRAPH 3.5, including, without limitation, reasonable attorneys' fees, expenses and Sections 2.7(c) recording fees, appraisal fees and (d) hereofthe costs to obtain Applicable Rating Agency approval; (ivxii) Lender shall prepare apply payments received from the Additional Deposit to the payment of scheduled principal and interest due under this Note as such payments become due hereunder, and Xxxxxxxx shall receive full credit for such payments, to the extent so paid. In the event all Indebtedness is paid and all Obligations have been fully satisfied under the Loan Documents, any remaining balance of the Additional Deposit shall be promptly returned to Borrower; and (at Borrower’s expensexiii) At Lender's request, all necessary documents shall be prepared and executed at Borrower's expense to modify split this Loan Agreement and to amend and restate the Note and issue two (2) substitute notes, one (1) such substitute note having a principal balance equal to 125% of the amount of the outstanding principal balance of this Note allocated to such Release Parcel at the time of the Partial Defeasance Amount pursuant to this SUBPARAGRAPH 3.5 (the “Defeased Note”), "DEFEASED NOTE") and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount balance of the Loan, over (B) entire Note less the amount of the Defeased Note (the “"UNDEFEASED NOTE") (in the event there is more than one Partial Defeasance, there would be a Defeased Note for each Release Parcel and the Undefeased Note”Note then would be the outstanding principal balance of the entire Note less the amounts of the Defeased Notes). The Defeased Note Note(s) and the Undefeased Note each shall have identical terms as this Note (other than the initial principal balance, but the total amount due under the Defeased Note(s) and Undefeased Note except for shall be the principal balance same amount then currently due under this Note [i.e., all monthly payments and monthly paymentsamounts due at the Maturity Date shall not change in the aggregate]) and shall be cross-defaulted with each other, provided, however, the Borrower shall have no further right to prepay the Defeased Note(s). The In the event Lender so elects to split this Note into the Defeased Note and the Undefeased Note Note, then a Partial Defeasance shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established effected pursuant to Section 2.7(d)SUBPARAGRAPHS 3.2 and 3.3 and this SUBPARAGRAPH 3.5, provided that all references in the Defeased Note to the Note in SUBPARAGRAPHS 3.2 and 3.3 shall be deemed to be a reference to such Defeased Note, and all references to the Property shall be deemed to be a reference to the applicable Release Parcel. In the case of a Partial Defeasance, SUBPARAGRAPH 3.4 shall apply with respect to the Defeased Note and the Release Parcel. A Defeased Note may cannot be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement Defeasance. As used in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurredthis SUBPARAGRAPH 3.5(a), the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within following terms shall have the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.following meanings:

Partial Defeasance. Borrower shall, as a condition to and only in connection with a Partial Sandusky Release of a Partial Release the Sandusky Property after the First Open Defeasance Date Date, and prior to the First Open Prepayment Date as provided in Section 2.17 belowDate, have the right to defease a portion of the Loan in the amount of the Partial Defeasance Amount (a “Partial Defeasance”) as provided in either Section 2.11 below or in Section 2.6(a)(C), upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ prior written notice (or such shorter period of time if permitted by Lender in its sole discretionLender) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance (provided such notice may be revoked by Borrower, not more than twice during any three (3) year period during the term of the Loan, if: (A) such revocation is made in writing, within a reasonable period prior to such Partial Defeasance Date; (B) such revocation is effected in accordance with any applicable servicing agreement; and (C) Borrower reimburses Lender’s costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred as a result of such revocation); (ii) Borrower shall pay to Lender Lender: (A) all payments of interest due on the Loan to and including the Partial Defeasance Date Date; and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d) hereof; (iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two (2) substitute notes, one note having of which notes (the “Defeased Note”) shall have a principal balance equal to the Partial Defeasance Amount (the “Defeased Note”), Amount. and the other note (the “Undefeased Note”) having a principal balance equal to the excess of of: (A) the then-outstanding principal amount of the Loan, ; over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)collateralized. A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opiningopining to any matter as then required by the Rating Agencies in connection with similar transactions and including, among other things, that that: (wA) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, ; and (xB) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, Borrower shall deliver to Lender a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the Partial Defeasance Collateral complies with all applicable Rating Agency criteria so that the substitution of the Partial Defeasance Collateral upon release of the Partial Release Sandusky Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. Borrower Borrowers shall, as a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 belowan Individual Property, have the right to defease a portion of the Loan (a “"Partial Defeasance”") with respect to (i) one (1) Individual Property prior to the Release Date as and if permitted as provided in Section 2.10 below and (ii) after the Release Date and prior to the First Open Payment Date, with respect to a Partial Release of Individual Property(ies) as and if permitted as provided in Section 2.10 below, in each case equal to the Partial Defeasance Amount for such Individual Property subject to such Partial Release (determined as provided in Section 2.10 with respect to such Partial Release) upon satisfaction of the following conditions: (ia) Borrower Borrowers shall provide Lender at least thirty (30) days’ ' prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the “"Partial Defeasance Date”") on which Borrower Borrowers shall have satisfied the conditions in this Section 2.7(b2.3(B) and on which it shall effect the Partial Defeasance; (iib) Borrower Borrowers shall pay to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iiic) Borrower Borrowers shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c2.3(C) and (dD) hereof; (ivd) Lender shall prepare (at Borrower’s Borrowers' expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount (the “"Defeased Note”"), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “"Undefeased Note”"). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d2.3(D). A Defeased Note may not be the subject of any further defeasance;. (ve) Borrower Borrowers shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vif) Borrower Borrowers shall deliver to Lender an opinion of counsel for Borrower Borrowers that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (wv) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xw) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of the Partial Defeasance defeasance pursuant to this Section 2.7(b2.3(B), (yx) a Partial Defeasance defeasance pursuant to this Section 2.7 2.3(B) will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, (zy) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; law and (viiz) If if and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viiig) Borrower In the event Certificates have been issued in connection with the Securitization of the Loan, Borrowers shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) Defeasance and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ixh) Borrower Borrowers shall deliver an officer’s 's certificate certifying that the requirements set forth in this Section 2.7 2.3(B) have been satisfied; (xi) Borrower Borrowers shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xij) Borrower Borrowers shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiik) Borrower Borrowers shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s 's reasonable attorneys’ ' fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Permitted Defeasance Date and prior to the First Open Permitted Par Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the applicable Security Instrument as to any one or more Individual Properties (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least not less than thirty (30) days’ days prior written notice (or such shorter period of time if permitted by to Lender in its sole discretion) specifying a date the Business Day (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as a the “Partial Defeasance Notice Date”); (ii) Borrower shall pay to Lender (A) all payments accrued and unpaid interest on the principal balance of interest due on the Loan to and including the Partial Defeasance Date. If for any reason the Partial Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date; (Biii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Loan Agreement, the Mortgage Security Instruments and the other Loan Documents; (iiiiv) Borrower shall irrevocably deposit pay to Lender the required Partial Defeasance Deposit for the Partial Defeasance Collateral into the Defeasance Collateral Account Event and otherwise comply with and satisfy the provisions requirements of this Section 2.7(b2.5.4(b) and Sections 2.7(c) and (d) hereofbelow; (ivv) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notesnotes for each existing Note, one such substitute note having a principal balance equal to the Partial Defeasance proportionate portion of the Loan represented by the applicable existing Note multiplied by the greater of 125% of the Allocated Loan Amount for the subject Individual Property or Individual Properties or 80% of the proceeds from the sale of the subject Individual Property or Individual Properties (the “Defeased Note”), and the other such substitute note having a principal balance equal to the excess of (A1) the then-outstanding principal amount of the Loanapplicable existing Note existing immediately prior to the applicable Partial Defeasance Event, over (B2) the amount of the Defeased Note related to such applicable existing Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentspayment amounts and the fact that the U.S. Obligations will be substituted as collateral in lieu of the Individual Property or Individual Properties to be released. In connection therewith, the Monthly Debt Service Payment Amount and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and the Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vvi) Borrower shall execute and deliver a Security Agreement, in form and substance satisfactory to Lender creating a Security Agreement in respect of first priority lien on the Defeasance Collateral Account and U.S. Obligations purchased with the Partial Defeasance CollateralDeposit in accordance with the provisions of this Section 2.5.4(a); (vivii) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only Borrower, delivered by counsel acceptable to normal qualificationsLender, assumptions and exceptions opiningstating, among other thingsthings but without substantive qualification, that (wa) Lender has a legal and valid perfected valid, duly perfected, first priority security interest in the Defeasance Collateral Account and U.S. Obligations purchased with the Partial Defeasance CollateralDeposit and that the Security Agreement is enforceable against Borrower in accordance with its terms, (xb) if the delivery of the U.S. Obligations purchased with the Partial Defeasance Deposit to Lender does not constitute a Securitization has occurredfraudulent or preferential or other avoidable transfer under Bankruptcy Code Sections 547 and 548, (c) neither the REMIC Trust formed defeasance nor any other transaction that occurs pursuant to such Securitization the provisions of this Section 2.5.4(a) has caused or will not fail cause the Loan (including for this purpose the Loan Documents) to maintain its status as cease to be a “real estate mortgage investment conduitqualified mortgage” within the meaning of Section 860D 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or superseded from time to time) or under any other provision of the Code as a result of or otherwise, and (d) the Partial Defeasance defeasance and/or any other transaction that occurs pursuant to the provisions of this Section 2.7(b2.5.4(a) will not cause the failure of any REMIC Trust or any other entity that holds the Note to maintain its tax status. The opinions set forth in clauses (a), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposesb), (zc) delivery of the Partial Defeasance Collateral and the grant of a security interest therein (d) above, or any portion thereof, may, in Lender’s discretion, be rendered by counsel to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If at Borrower’s sole cost and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrowerexpense; (viii) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date; and (II) the Partial Defeasance Date; (ix) If required by Lender, Borrower shall deliver to Lender a confirmation in writing from each of the applicable Rating Agencies to the effect that the such release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance Partial Defeasance Event for the Certificates Securities issued in connection with the Securitization which are then outstanding; (ixx) Borrower shall deliver an officerOfficer’s certificate Certificate certifying that (a) the requirements set forth in this Section 2.7 2.5.4(a) have been satisfied; , (xb) Borrower shall deliver the transactions that are being carried out pursuant to this Section 2.5.4 (including specifically the release of the lien of the applicable Security Instrument) are being effected to facilitate the disposition of the applicable Property or any other customary commercial transaction and not as part of an arrangement to collateralize a certificate REMIC Trust offering with obligations that are not real estate mortgages, and (c) the amounts of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the U.S. Obligations purchased with the Partial Defeasance Collateral will Deposit comply with all the requirements of this section including the requirement that the U.S. Obligations purchased with the Partial Defeasance Deposit shall generate monthly amounts equal to or greater than the Scheduled Partial Defeasance PaymentsPayments required to be paid under the Defeased Note through the Permitted Par Prepayment Date, together with the remaining outstanding balance of the Defeased Note as if such remaining balance is prepaid in full on the Permitted Par Prepayment Date, including interest for the full Accrual Period during which the Permitted Par Prepayment Date occurs; (xi) Borrower shall deliver a certificate of Borrower’s independent certified public accountant, acceptable to Lender in its discretion, certifying that (A) the U.S. Obligations purchased with the Partial Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Partial Defeasance Payments; (B) the revenue from the U.S. Obligations will be applied within four (4) months of receipt towards payments of Debt Service, and (C) the securities that comprise the U.S. Obligations are not subject to prepayment, call or early redemption; (xii) As of each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 Service Coverage Ratio with respect to the remaining Individual Properties based upon the trailing twelve (12) month period shall be no less than the greater of (1) the Debt Service Coverage Ratio as of the Closing Date; and (2) the Debt Service Coverage Ratio immediately prior to the proposed release; (xiii) As of each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 Loan to Value Ratio with respect to the remaining Individual Properties shall be no greater than the lesser of (1) the Loan to Value Ratio as of the Closing Date; and (2) the Loan to Value Ratio immediately prior to the proposed release (such value to be determined, in Lender's sole discretion, by any commercially reasonable method permitted to a REMIC Trust); (xiv) As of each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 based upon the trailing twelve (12) month period shall be no less than the greater of (1) the Debt Yield as of the Closing Date; and (2) the Debt Yield immediately prior to the proposed release; (xv) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiixvi) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s (A) any costs and expenses associated with a release of the Lien of each applicable Security Instrument or Security Instruments as provided in Section 2.6 hereof, (B) reasonable attorneys’ fees and expenses incurred in connection with the Partial Defeasance Event, (C) the costs and expenses of the Rating Agency Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Defeased Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses of Servicer and any trustee, including reasonable attorneys’ fees and expenses. (b) In connection with the Partial Defeasance Event, Borrower shall use the Partial Defeasance Deposit to purchase U.S. Obligations which provide payments on a Business Day prior to, but as close as possible to, all successive scheduled Payment Dates after the Partial Defeasance Date upon which interest and principal payments are required under the Defeased Note, and in amounts equal to or more than the scheduled payments due on such Payment Dates under the Defeased Note (including scheduled payments of principal, interest, servicing fees (if any), and any other amounts due under the Defeased Note on such Payment Dates) and assuming the Defeased Note is prepaid in full on the Permitted Par Prepayment Date including interest for the full Accrual Period during which the Permitted Par Prepayment Date occurs (the “Scheduled Partial Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received 29 from the U.S. Obligations may be applied to satisfy the Debt Service obligations of Borrower under the Defeased Note. Any portion of the Partial Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.5 and satisfy Borrower’s other obligations under this Section 2.5 and Section 2.6 shall be remitted to Borrower. (c) If any notice of partial defeasance is given pursuant to Section 2.5.4(a), Borrower shall be required to partially defease the Loan on the Partial Defeasance Date (unless such notice is revoked by Borrower prior to the Partial Defeasance Date in which event Borrower shall immediately reimburse Lender for any and all reasonable costs and expenses incurred by Lender in connection with Borrower’s giving of such notice and revocation).

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured beyond the expiration of any applicable cure period, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 below, shall have the right at any time after the Release Date to defease obtain a portion partial release of the Loan Lien of the Mortgage encumbering the Release Parcel (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ days prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date Monthly Payment Date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) 2.5.2 and on which it shall effect the Partial Defeasancedefeasance; (ii) Borrower shall pay to Lender (A) all payments of interest due and payable on the Loan up to and including the Partial Defeasance Date and (B) all other sums, then due and payable under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to 125% of the Partial Defeasance Allocated Loan Amount (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and the Undefeased Note shall have identical payment terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)2.5.4. A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) After giving effect to the release of the Lien of the Mortgage encumbering the Release Parcel, the Debt Service Coverage Ratio with respect to the remaining portion of the Property is not less than the greater of (A) the Debt Service Coverage Ratio prior to the release and (B) Debt Service Coverage Ratio of 1.90x. (vii) Borrower shall have delivered to Lender and the Rating Agencies shall have received from Borrower with respect to the matters referred to in clause (vi), (A) statements of the Net Cash Flow and Debt Service (both on a consolidated basis and separately for the applicable portion of the Property to be released) for the applicable measuring period and (B) based on the foregoing statements of Net Cash Flow and Debt Service, calculations of the Debt Service Coverage Ratio both with and without giving effect to the proposed release, and (C) calculations of the ratios referred to in such clause (vi), accompanied by an Officer’s Certificate stating that such statements, calculations and information are true, correct and complete in all material respects; (viii) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only would be reasonably satisfactory to normal qualifications, assumptions and exceptions a prudent lender opining, among other things, that (wA) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance defeasance pursuant to this Section 2.7(b)2.5.2, (yC) a Partial that Borrower has legally and validly transferred and assigned the Total Defeasance pursuant Collateral to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, Successor Borrower (zD) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; law and (viiE) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viiiix) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies Agency Confirmation as to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfiedEvent; (x) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.5.2(a) have been satisfied; (xii) Borrower shall deliver to Lender such other certificates, opinions, documents and or instruments as Lender may reasonably request; and (xiixiii) Borrower shall pay all costs and expenses of Lender actually incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses. (b) If Borrower has elected to make a partial defeasance and the requirements of Section 2.5.2(a) have been satisfied, the Release Parcel shall be released from the Lien of the Mortgage, upon satisfaction of the following additional conditions: (i) on the date Borrower delivers to Lender notice of the proposed release and on the date of the release, no Event of Default has occurred which is continuing; (ii) not less than ten (10) Business Days prior to the date of the release, Borrower delivers to Lender a notice setting forth (i) the date of the release, (ii) a metes and bounds description of the Release Parcel and (iii) a Survey of the Release Parcel; (iii) Borrower delivers to Lender evidence (together with an Officer’s Certificate certifying to such documentation) which would be satisfactory to a prudent lender acting reasonably that (A) the Release Parcel has been, or is about to be (without any further discretionary or other approvals pending), legally subdivided from the remainder of the Property; (B) after giving effect to such transfer, each of the Release Parcel and the balance of the Property conforms to and is in compliance in all material respects with applicable Legal Requirements and constitute separate tax lots, and (C) the Release Parcel is not necessary for the Property to comply with any zoning, building, land use or parking or other Legal Requirements applicable to the Property or for the then current use of the Property, including without limitation for legal access, driveways, parking, utilities or drainage or, to the extent that the Release Parcel is necessary for any such purpose, a reciprocal easement agreement or other agreement has been executed and recorded that would run to the benefit of Borrower, run with the land and allow the owner of the Property to continue to use the Release Parcel to the extent necessary for such purpose; (iv) in the event that the release would reasonably be expected to materially adversely effect Lender’s rights under the Title Insurance Policy as to any portion of the Property other than as to the Release Parcel, Borrower shall deliver to Lender an endorsement to the Title Insurance Policy insuring the Mortgage (A) extending the effective date of the policy to the effective date of the release; (B) confirming no change in the priority of the Mortgage on the balance of the Property (exclusive of the Release Parcel) or in the amount of the insurance or the coverage of the Property (exclusive of the Release Parcel) under the policy; and (C) insuring the rights and benefits under any new or amended reciprocal easement agreement or such other agreement required pursuant to clause (iii)(C) of this Section that has been executed and recorded, and the lien of the Mortgage is a first lien on Borrower’s beneficial interest in such easement, subject to no exceptions other than Permitted Encumbrances and those approved by Lender in its reasonable discretion; (v) Borrower has complied with any requirements applicable to the release in the Leases, reciprocal easement agreements, operating agreements, parking agreements or other similar agreements affecting the Property and the release does not violate any of the provisions of such documents in any respect that would result in a termination (or give any other party thereto the right to terminate), extinguishment or other loss of material rights of Borrower or in a material increase in Borrower’s obligations under such documents and, to the extent necessary to comply with such documents, the transferee of the Release Parcel has assumed Borrower’s obligations, if any, relating to the Release Parcel under such documents; (vi) Borrower shall submit to Lender, not less than five (5) Business Days prior to the Partial Defeasance Date (or such shorter time as permitted by Lender in its sole discretion), 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 and that would be satisfactory to a prudent lender; (vii) Borrower shall pay all costs, taxes and expenses and Rating Agency actually incurred in connection with the release of the Lien of the Mortgage, including Lender’s reasonable attorneys’ fees and reasonable out-of-pocket expenses; (viii) Borrower delivers to Lender any other information, approvals and documents which would be required by a prudent lender acting reasonably relating to the release; and (ix) Borrower shall cause, if applicable, title to the Release Parcel so released from the Lien of the Mortgage to be transferred to and held by a Person other than Borrower. (c) Except as set forth in this Section 2.5, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of any Mortgage on any of the Property.

Partial Defeasance. (i) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Permitted Defeasance Date and prior to the First Open Permitted Par Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the applicable Security Instrument as to any one or more Individual Properties (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ days prior written notice (or such shorter period of time if permitted by to Lender in its sole discretion) specifying a date the Payment Date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as a the “Partial Defeasance Notice Date”); (iiB) Borrower shall pay to Lender (A) all payments accrued and unpaid interest on the principal balance of interest due on the Loan to and including the Partial Defeasance Date. If for any reason the Partial Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date; (BC) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Loan Agreement, the Mortgage Security Instruments and the other Loan Documents; (iiiD) Borrower shall irrevocably deposit pay to Lender the required Partial Defeasance Deposit for the Partial Defeasance Collateral into the Defeasance Collateral Account Event and otherwise comply with and satisfy the provisions requirements of this Section 2.7(b2.5.1(b)(ii) and Sections 2.7(c) and (d) hereofbelow; (ivE) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance greater of 125% of the Allocated Loan Amount for the subject Individual Property or Individual Properties or 80% of the proceeds from the sale of the subject Individual Property or Individual Properties (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A1) the then-outstanding principal amount of the LoanLoan existing immediately prior to the applicable Partial Defeasance Event, over (B2) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentspayment amounts and the fact that the U.S. Obligations will be substituted as collateral in lieu of the Individual Property or Individual Properties to be released. In connection therewith, the Monthly Debt Service Payment Amount and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and the Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vF) Borrower shall execute and deliver a Security Agreement, in form and substance satisfactory to Lender creating a Security Agreement in respect of first priority lien on the Defeasance Collateral Account and U.S. Obligations purchased with the Partial Defeasance CollateralDeposit in accordance with the provisions of this Section 2.5.1(b); (viG) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only Borrower, delivered by counsel acceptable to normal qualificationsLender, assumptions and exceptions opiningstating, among other thingsthings but without substantive qualification, that (wa) Lender has a legal and valid perfected valid, duly perfected, first priority security interest in the Defeasance Collateral Account and U.S. Obligations purchased with the Partial Defeasance CollateralDeposit and that the Security Agreement is enforceable against Borrower in accordance with its terms, (xb) if the delivery of the U.S. Obligations purchased with the Partial Defeasance Deposit to Lender does not constitute a Securitization has occurredfraudulent or preferential or other avoidable transfer under Bankruptcy Code Sections 547 and 548, (c) neither the REMIC Trust formed defeasance nor any other transaction that occurs pursuant to such Securitization the provisions of this Section 2.5.1(b) has caused or will not fail cause the Loan (including for this purpose the Loan Documents) to maintain its status as cease to be a “real estate mortgage investment conduitqualified mortgage” within the meaning of Section 860D 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or superseded from time to time) or under any other provision of the Code or otherwise, and (d) the defeasance and/or any other transaction that occurs pursuant to the provisions of this Section 2.5.1(b) will not cause the failure of any REMIC Trust or any other entity that holds the Note to maintain its tax status. The opinions set forth in clauses (a), (b), (c) and (d) above, or any portion thereof, may, in Lender’s discretion, be rendered by counsel to Lender at Borrower’s sole cost and expense; (H) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as a result of each of (I) the Partial Defeasance pursuant to this Section 2.7(b), Notice Date; and (yII) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state lawDate; (viiI) If and to the extent required by the Rating AgenciesLender, a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from each of the applicable Rating Agencies to the effect that the such release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance Partial Defeasance Event for the Certificates Securities issued in connection with the Securitization which are then outstanding; (ixJ) Borrower shall deliver an officerOfficer’s certificate Certificate certifying that (a) the requirements set forth in this Section 2.7 2.5.1(b) have been satisfied; , (xb) Borrower shall deliver the transactions that are being carried out pursuant to this Section 2.5.1(b) (including specifically the release of the lien of the applicable Security Instrument) are being effected to facilitate the disposition of the applicable Property or any other customary commercial transaction and not as part of an arrangement to collateralize a certificate REMIC Trust offering with obligations that are not real estate mortgages, and (c) the amounts of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the U.S. Obligations purchased with the Partial Defeasance Collateral will Deposit comply with all the requirements of this section including the requirement that the U.S. Obligations purchased with the Partial Defeasance Deposit shall generate monthly amounts equal to or greater than the Scheduled Partial Defeasance Payments required to be paid under the Defeased Note through the Permitted Par Prepayment Date; (K) Borrower shall deliver a certificate of Borrower’s independent certified public accountant, acceptable to Lender in its discretion, certifying that the U.S. Obligations purchased with the Partial Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Partial Defeasance Payments; (xiL) As of each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 Service Coverage Ratio with respect to the remaining Individual Properties based upon the trailing twelve (12) month period shall be no less than the greater of (1) the Debt Service Coverage Ratio as of the Closing Date; and (2) the Debt Service Coverage Ratio immediately prior to the proposed release; (M) As of each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 Loan to Value Ratio with respect to the remaining Individual Properties shall be no greater than the lesser of (1) the Loan to Value Ratio as of the Closing Date; and (2) the Loan to Value Ratio immediately prior to the proposed release (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust); (N) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiiO) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s (A) any costs and expenses associated with a release of the Lien of each applicable Security Instrument or Security Instruments as provided in Section 2.6 hereof, (B) reasonable attorneys’ fees and expenses incurred in connection with the Partial Defeasance Event, (C) the costs and expenses of the Rating Agency Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Defeased Note, or otherwise required to accomplish the defeasance and (E) the reasonable costs and expenses of Servicer and any trustee, including reasonable attorneys’ fees and expenses. (ii) In connection with the Partial Defeasance Event, Borrower shall use the Partial Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Partial Defeasance Date upon which interest and principal payments are required under the Defeased Note, and in amounts equal to or more than the scheduled payments due on such Payment Dates under the Defeased Note (including scheduled payments of principal, interest, servicing fees (if any), and any other amounts due under the Defeased Note on such Payment Dates) and assuming the Defeased Note is prepaid in full on the Permitted Par Prepayment Date (the “Scheduled Partial Defeasance Payments”). Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be applied to satisfy the Debt Service obligations of Borrower under the Defeased Note. Any portion of the Partial Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.5 and satisfy Borrower’s other obligations under this Section 2.5 and Section 2.6 shall be remitted to Borrower. (iii) If any notice of partial defeasance is given pursuant to Section 2.5.1(b)(i)(A), Borrower shall be required to partially defease the Loan on the Partial Defeasance Date (unless such notice is revoked by Borrower prior to the Partial Defeasance Date in which event Borrower shall immediately reimburse Lender for any and all reasonable costs and expenses incurred by Lender in connection with Borrower’s giving of such notice and revocation).

Partial Defeasance. Borrower shall, as The Authority may create a condition defeasance escrow for the retirement and defeasance of any Bonds (or portions of Bonds) (the “Bonds to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 below, have the right to defease a portion of the Loan (a “Partial Defeasancebe Defeased”) upon satisfaction of by so directing the following conditions: Trustee in an Officer’s Certificate. When (i) Borrower shall there is held by or for the account of the Trustee Defeasance Collateral in such principal amounts, bearing interest at such fixed rates and with such maturities, including any applicable redemption premiums, as will provide Lender at least thirty sufficient funds to pay, or to redeem in accordance with Section 5.06 of this Trust Indenture, the Bonds to be Defeased (30) days’ prior written notice (or such shorter period to be verified by a nationally recognized firm of time if permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial Defeasance; independent verification agents), (ii) Borrower any required notice of redemption shall pay have been duly given in accordance with this Trust Indenture or irrevocable instructions to Lender (A) all payments of interest due on give notice shall have been given to the Loan Trustee, along with the list identifying such Bonds to and including the Partial Defeasance Date and (B) all other sumsbe Defeased, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit all the Partial Defeasance Collateral into rights hereunder of the Defeasance Collateral Account Agents and otherwise comply with the provisions of this Section 2.7(b) Bondholders applicable to the Bonds to be Defeased have been provided for and Sections 2.7(c) and (d) hereof; (iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note Trustee shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d). A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender received an opinion of counsel for Borrower Counsel to the effect that is customary such defeasance will not, in commercial lending transactions and subject only of itself, cause interest on any Tax- Exempt Bond to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest be included in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness gross income for federal income tax purposes, (z) delivery then upon Written Notice from the Authority to the Trustee, the Holders of the Partial Defeasance Collateral and the grant of a Bonds to be Defeased under this Trust Indenture shall cease to be entitled to any benefit or security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and this Trust Indenture to the extent required of such defeasance except the right to receive payment of the funds held in such defeasance escrow and other rights which by their nature cannot be satisfied prior to or simultaneously with the Rating Agencies, a nonbelow-consolidation opinion described termination of the lien and rights created by this Trust Indenture (except in such funds and investments) shall terminate with respect to such Bonds to be Defeased. Upon such defeasance, the Successor Borrower; (viii) Borrower funds and investments required to pay or redeem the Bonds to be Defeased shall deliver be irrevocably set aside for that purpose, subject, however, to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release Section 5.06 of the Partial Release Property from the Lien of the Mortgage this Trust Indenture, and money held for defeasance shall be invested only as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth provided above in this Section 2.7 have been satisfied; (x) Borrower 2.02(b), and applied by the Trustee and other Paying Agents, if any, to the retirement of such Bonds, and such Bonds or portions of Bonds shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expensesno longer be Outstanding hereunder.

Partial Defeasance. Borrower shall, as a condition to Provided no Event of Default shall have occurred and remain uncured and only in connection with a an Expansion Parcel Release which requires the payment of the Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 belowPayment Amount, have the right to Borrower shall defease a portion of the Loan by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least not less than thirty (30) days’ prior written notice (or such a shorter period of time if permitted by Lender in its sole discretion) but not more than one hundred twenty (120) days notice specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is scheduled to occur; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the Loan to and including the Partial Defeasance Date and (provided that, if such Partial Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender the Shortfall Payment); (B) all other sums, if any, then due and payable under the Note, this Loan Agreement, the Mortgage Security Instrument and the other Loan DocumentsDocuments through and including the Partial Defeasance Date (or, if the Partial Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (C) all escrow, closing, recording, legal, Appraisal, Rating Agency and other reasonable and customary third-party fees, costs and expenses actually paid or incurred by Lender or its agents in connection with the Partial Defeasance Event, the release of the lien of the Security Instrument on the Expansion Parcel, the review of the proposed Partial Defeasance Collateral and the preparation of the Security Agreement and related documentation; and (D) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Defeased Note and/or the Partial Defeasance Event; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d) hereof2.8(c); (iv) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Payment Amount (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the LoanLoan existing immediately prior to the applicable Partial Defeasance Event, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance; and, in connection therewith, the Monthly Debt Service Payment Amount and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to this Section 2.7(d)2.8. A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, that (wA) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) if a Securitization has occurred, (1) the REMIC Trust formed pursuant to such Securitization and/or any subsequent or prior Securitization of the Loan or any portion thereof or interest therein will each not fail to maintain its their respective status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code as a result of the a Partial Defeasance Event pursuant to this Section 2.7(b)2.8 and (z) the Partial Defeasance Event would not (i) constitute a “significant modification” of the Loan within the meaning of Treasury Regulation Section 1.1001-3 or (ii) cause the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the IRS Code, (yC) a the Partial Defeasance pursuant to this Section 2.7 Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, purposes and (zD) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a nonNew Non-consolidation opinion Consolidation Opinion with respect to the Successor Borrower; (vii) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.8(c) have been satisfied; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xiix) Borrower shall pay all of the Rating Agencies’ fees, costs and expenses (to the extent applicable) in connection with the Partial Defeasance Event; and (x) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses request to effectuate the terms of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expensesthis Section 2.8(c).

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Permitted Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the Mortgage as to any Individual Property by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least thirty not less than fifteen (3015) days’ prior written Business Days notice (or such shorter period of time if as may be permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance is to occur. Borrower’s notice of defeasance shall create an obligation of Borrower to defease a portion of the Loan as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Partial Defeasance Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of defeasance; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof;, (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a an aggregate principal balance equal to Release Amount for the Partial Defeasance Amount subject Individual Property (collectively, the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loan, over (B) the amount of the Defeased Note (collectively, the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall not be cross defaulted and or cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasancedefeasance (but may be prepaid on the same terms as the Note); (v) Borrower shall execute and deliver to Lender a Defeasance Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, (A) that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) that, if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance Event pursuant to this Section 2.7(b2.5.2 (assuming a “startup day” (within the meaning of Section 860G(a)(9) of the Code) that is the earlier of the actual start-up date and the date specified in clause (a) of the definition of “Release Date” contained herein), and (yC) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (vii) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Partial Defeasance Event; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.5.2(a) have been satisfied; (x) After giving effect to the release of any Individual Properties (including the amount prepaid in Section 2.5.2(a)(ii) above and including any amount so paid in excess of 100% of the Allocated Loan Amount for any such Release Properties), the Debt Service Coverage Ratio for the Loan for the- Individual Properties (excluding the Released Property) shall not be less than the greater of (i) the Debt Service Coverage Ratio as of the Closing Date for the Property as of the Closing Date and (ii) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the release of the Release Properties for the Property as of such date; provided that, in order to meet the Debt Service Coverage Ratio Test set forth in this clause (x), Borrower may defease a portion of the Loan in excess of the Release Amounts of the affected Individual Properties; (xi) Borrower shall deliver such other certificates, opinions, documents continue to comply with the terms and instruments as Lender may reasonably request; andprovisions of Section 3.1.24 (xii) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses, the Rating Agencies’ fees and expenses and Rating Agency any fees assessed by the Servicer in connection with such Partial Defeasance Event. (b) If Borrower has elected to make a partial defeasance and expensesthe requirements of this Section 2.5 have been satisfied, the Individual Property shall be released from the lien of the Mortgage. In connection with the release of the Lien, Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the Partial Defeasance Date (or such shorter period of time as may be permitted by Lender in its sole discretion), a release of Lien (and related Loan Documents) to be executed by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation that a reasonably prudent lender originating commercial loans for securitization similar to the Loan would reasonably require 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. Borrower shall pay all taxes and all reasonable costs and expenses associated with the release of the lien of the Mortgage, including Lender’s reasonable attorneys’ fees. Borrower shall cause title to the Individual Property so released from the lien of the Mortgage to be transferred to and held by a Person other than Borrower. Except as set forth in Section 2.4 or this Section 2.5, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of the Mortgage from the Property or any part thereof. (c) If Borrower has elected to make a partial defeasance and the requirements of this Section 2.5 have been satisfied, in lieu of the release of the Individual Property in accordance with Section 2.5.2(b), upon Borrower’s written request not less than fifteen (15) days prior to the date of the proposed assignment (or such shorter period of time as may be permitted by Lender in its sole discretion), Lender shall (i) sever the Note and assign or endorse over a severed note in the amount equal to the Release Amount for such Individual Property and assign the applicable Mortgage to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (ii) deliver to or as directed by Borrower the original executed severed note, (iii) deliver the original recorded copy of the applicable Mortgage in Lender’s possession or, at Borrower’s sole cost and expense, a certified copy of record, and (iv) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the applicable Mortgage except as. expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. In connection with any transaction contemplated by this Section 2.5.2(c), Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the date of any assignment of a Mortgage (or such shorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such severance and assignment (including, without limitation, a severed note in the amount equal to the principal balance of the Loan after giving effect to such assignment), together with an Officer’s Certificate certifying that such severance and assignment will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being assigned (or as to the parties to the Loan Documents and the Individual Properties subject to the Loan Documents not being assigned). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.5.2(c) shall be paid by Borrower; provided that in no event shall Borrower be required to pay any fee or premium to the Lender or the Servicer in connection therewith..

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Permitted Defeasance Date and prior to the First Open Permitted Par Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the applicable Security Instrument as to any one or more Individual Properties (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least not less than thirty (30) days’ days prior written notice (or such shorter period of time if permitted by to Lender in its sole discretion) specifying a date the Business Day (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as a the “Partial Defeasance Notice Date”); (ii) Borrower shall pay to Lender (A) all payments accrued and unpaid interest on the principal balance of interest due on the Loan to and including the Partial Defeasance Date. If for any reason the Partial Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date; (Biii) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Loan Agreement, the Mortgage Security Instruments and the other Loan Documents; (iiiiv) Borrower shall irrevocably deposit pay to Lender the required Partial Defeasance Deposit for the Partial Defeasance Collateral into the Defeasance Collateral Account Event and otherwise comply with and satisfy the provisions requirements of this Section 2.7(b2.5.4(b) and Sections 2.7(c) and (d) hereofbelow; (ivv) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notesnotes for each existing Note, one such substitute note having a principal balance equal to the Partial Defeasance proportionate portion of the Loan represented by the applicable existing Note multiplied by the greater of 125% of the Allocated Loan Amount for the subject Individual Property or Individual Properties or 80% of the proceeds from the sale of the subject Individual Property or Individual Properties (the “Defeased Note”), and the other such substitute note having a principal balance equal to the excess of (A1) the then-outstanding principal amount of the Loanapplicable existing Note existing immediately prior to the applicable Partial Defeasance Event, over (B2) the amount of the Defeased Note related to such applicable existing Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentspayment amounts and the fact that the U.S. Obligations will be substituted as collateral in lieu of the Individual Property or Individual Properties to be released. In connection therewith, the Monthly Debt Service Payment Amount and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and the Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vvi) Borrower shall execute and deliver a Security Agreement, in form and substance satisfactory to Lender creating a Security Agreement in respect of first priority lien on the Defeasance Collateral Account and U.S. Obligations purchased with the Partial Defeasance CollateralDeposit in accordance with the provisions of this Section 2.5.4(a); (vivii) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only Borrower, delivered by counsel acceptable to normal qualificationsLender, assumptions and exceptions opiningstating, among other thingsthings but without substantive qualification, that (wa) Lender has a legal and valid perfected valid, duly perfected, first priority security interest in the Defeasance Collateral Account and U.S. Obligations purchased with the Partial Defeasance CollateralDeposit and that the Security Agreement is enforceable against Borrower in accordance with its terms, (xb) if the delivery of the U.S. Obligations purchased with the Partial Defeasance Deposit to Lender does not constitute a Securitization has occurredfraudulent or preferential or other avoidable transfer under Bankruptcy Code Sections 547 and 548, (c) neither the REMIC Trust formed defeasance nor any other transaction that occurs pursuant to such Securitization the provisions of this Section 2.5.4(a) has caused or will not fail cause the Loan (including for this purpose the Loan Documents) to maintain its status as cease to be a “real estate mortgage investment conduitqualified mortgage” within the meaning of Section 860D 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or superseded from time to time) or under any other provision of the Code as a result of or otherwise, and (d) the Partial Defeasance defeasance and/or any other transaction that occurs pursuant to the provisions of this Section 2.7(b2.5.4(a) will not cause the failure of any REMIC Trust or any other entity that holds the Note to maintain its tax status. The opinions set forth in clauses (a), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposesb), (zc) delivery of the Partial Defeasance Collateral and the grant of a security interest therein (d) above, or any portion thereof, may, in Lender’s discretion, be rendered by counsel to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If at Borrower’s sole cost and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrowerexpense; (viii) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date; and (II) the Partial Defeasance Date; (ix) If required by Lender, Borrower shall deliver to Lender a confirmation in writing from each of the applicable Rating Agencies to the effect that the such release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance Partial Defeasance Event for the Certificates Securities issued in connection with the Securitization which are then outstanding; (ixx) Borrower shall deliver an officerOfficer’s certificate Certificate certifying that (a) the requirements set forth in this Section 2.7 2.5.4(a) have been satisfied; , (xb) Borrower shall deliver the transactions that are being carried out pursuant to this Section 2.5.4 (including specifically the release of the lien of the applicable Security Instrument) are being effected to facilitate the disposition of the applicable Property or any other customary commercial transaction and not as part of an arrangement to collateralize a certificate REMIC Trust offering with obligations that are not real estate mortgages, and (c) the amounts of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the U.S. Obligations purchased with the Partial Defeasance Collateral will Deposit comply with all the requirements of this section including the requirement that the U.S. Obligations purchased with the Partial Defeasance Deposit shall generate monthly amounts equal to or greater than the Scheduled Partial Defeasance PaymentsPayments required to be paid under the Defeased Note through the Permitted Par Prepayment Date, together with the remaining outstanding balance of the Defeased Note as if such remaining balance is prepaid in full on the Permitted Par Prepayment Date, including interest for the full Accrual Period during which the Permitted Par Prepayment Date occurs; (xi) Borrower shall deliver such other certificatesa certificate of Borrower’s independent certified public accountant, opinionsacceptable to Lender in its discretion, documents certifying that (A) the U.S. Obligations purchased with the Partial Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Partial Defeasance Payments; (B) the revenue from the U.S. Obligations will be applied within four (4) months of receipt towards payments of Debt Service, and instruments as Lender may reasonably request; and(C) the securities that comprise the U.S. Obligations are not subject to prepayment, call or early redemption; (xii) As of each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 Service Coverage Ratio with respect to the remaining Individual Properties based upon the trailing twelve (12) month period shall pay all costs be no less than the greater of (1) the Debt Service Coverage Ratio as of the Closing Date; and expenses (2) the Debt Service Coverage Ratio immediately prior to the proposed release; (xiii) As of Lender incurred each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 Loan to Value Ratio with respect to the remaining Individual Properties shall be no greater than the lesser of (1) the Loan to Value Ratio as of the Closing Date; and (2) the Loan to Value Ratio immediately prior to the proposed release (such value to be determined, in connection with the defeasance, including Lender’s sole discretion, by any commercially reasonable attorneys’ fees method permitted to a REMIC Trust); (xiv) As of each of the Partial Defeasance Notice Date and expenses and Rating Agency fees and expenses.as of the Partial Defeasance Date, 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 based upon the trailing twelve (12) month period shall be no less than the greater of (1) the Debt Yield as of the Closing Date; and

Partial Defeasance. Borrower shall, as If any Tenant shall have validly exercised its Purchase Option to acquire a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date Lock-out Expiration Date, Borrower may cause the release of such Property from the lien of the Security Instrument encumbering such Property and prior to the First Open Prepayment Date other Loan Documents and substitute collateral as provided in Section 2.17 belowherein (a "PARTIAL DEFEASANCE") on any Monthly Payment Date following the Defeasance Lock-Out Expiration Date provided that, have the right to defease a portion as of the Loan (a “Partial Defeasance”) Release Date, the Debt has not been accelerated, no Default or Event of Default exists, and upon satisfaction of the following conditions: (iA) Immediately available funds shall have been wired to Lender's servicing agent or other designee (the "SERVICER") or, if there is no Servicer, Lender or Lender's designee (Servicer, Lender, or Lender's designee being herein sometimes referred to for this purpose as the "DEFEASANCE AGENT") in an amount (the "PROCEEDS") equal to the greater of (1) the Purchase Price of such Property, net of closing costs, or (2) the net present value as determined by the Defeasance Agent in its sole discretion, using the weighted average yield of the Government Securities purchased pursuant to Section 9(b)(ii)(B) as the discount rate to compute such value, of the partial defeasance principal amount set forth on Schedule B attached hereto attributable to the Property that is the subject of the Purchase Option (the "PARTIAL DEFEASANCE PRINCIPAL AMOUNT") together with interest thereon at the Interest Rate from the Release Date to the Maturity Date; (B) Borrower shall provide Lender at least thirty (30) days’ prior written notice hereby appoints Defeasance Agent as Borrower's agent and attorney-in-fact to utilize all Proceeds (or as much of the Proceeds as is possible) to purchase Government Securities, which securities provide for payments ("PARTIAL SCHEDULED DEFEASANCE PAYMENTS") that replicate as closely as possible (ie. are made in the same proportions as) the scheduled payments due under this Note for the balance of the term hereof including the amount (adjusted to reflect any Purchase Option Prepayments received by Lender prior to the Defeasance Lock-Out Expiration Date) required to be paid on the Maturity Date, all as determined by the Defeasance Agent in its sole discretion (all such shorter period Government Securities are hereinafter referred to as the "PARTIAL DEFEASANCE COLLATERAL"). If the Defeasance Agent determines in its sole discretion that all Proceeds cannot be used to purchase Partial Defeasance Collateral, then such excess Proceeds shall be delivered to Borrower. Each Government Security included in the Partial Defeasance Collateral shall be duly endorsed by the holder thereof as directed by Lender or accompanied by a written instrument of time if permitted by transfer in form and substance satisfactory to Lender in its sole discretion) specifying a date discretion (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial Defeasance; (ii) Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d) hereof; (iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms such instruments as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall may be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d). A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agenciesdepository institution or other entity holding such securities or the issuer thereof, a nonas the case may be, to effectuate book-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) entry transfers and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.pledges

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured beyond the expiration of any applicable cure period, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 below, shall have the right at any time after the Release Date to defease obtain a portion partial release of the Loan Lien of the Mortgage encumbering the Release Parcel (hereinafter, a “Partial Defeasance”"PARTIAL DEFEASANCE EVENT") upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ days prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date Monthly Payment Date (the “Partial Defeasance Date”"PARTIAL DEFEASANCE DATE") on which Borrower shall have satisfied the conditions in this Section 2.7(b) 2.5.2 and on which it shall effect the Partial Defeasancedefeasance; (ii) Borrower shall pay to Lender (A) all payments of interest due and payable on the Loan up to and including the Partial Defeasance Date and (B) all other sums, then due and payable under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to 125% of the Partial Defeasance Allocated Loan Amount (the “Defeased Note”"DEFEASED NOTE"), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d). A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.note

Partial Defeasance. Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in accordance with this Section 2.17 below2.18, have the right to defease a portion of the Fixed Rate Component of the Loan in connection with the release of an individual Mortgaged Property (a “Partial Defeasance”) upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b2.18(b) and on which it shall effect the Partial Defeasance; (ii) Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b2.18(b) and Sections 2.7(c2.18(c) and (d) hereof; (iv) Lender shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount (the “Defeased Note”), and the other note one or more notes having a an aggregate principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Fixed Rate Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d2.18(d). A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such any Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b2.18(b), (y) a Partial Defeasance pursuant to this Section 2.7 2.18 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viii) The remaining Mortgaged Properties shall satisfy the Debt Service Coverage Test with respect to the Undefeased Note (provided that Borrower shall have the right to increase the Partial Defeasance Amount to an amount (and to only such amount) necessary to satisfy such test); (ix) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies if requested by Lender to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b2.18(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates Securities issued in connection with the any Securitization which are then outstanding; (ixx) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 2.18 have been satisfied; (xxi) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xixii) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiixiii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. (i) Provided (i) no Event of Default shall have occurred and remain uncured (unless such Event of Default solely relates to an Individual Property to be released pursuant to this Section 2.8(b) 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) Borrower shall, as shall not have made a condition to and only prepayment of the Loan in connection accordance with Section 2.7 hereof and/or a Partial Release of a Partial Release Released Property in accordance with Section 2.9 hereof, Borrower shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Release Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the applicable Security Instrument as to any one or more Individual Properties by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ prior written days notice (or such a shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as the “Partial Defeasance Notice Date”); (iiB) Unless otherwise agreed to in writing by Lxxxxx, Borrower shall pay to Lender (A1) all payments of principal and interest due and payable on the Loan to and including the Partial Defeasance Date (provided that, if such Partial Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan to and including the next occurring Monthly Payment Date); (B2) all other sums, if any, then due and payable under the Note, this Loan Agreement, the Mortgage Security Instrument and the other Loan DocumentsDocuments through and including the Partial Defeasance Date (or, if the Partial Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (3) all escrow, closing, recording, legal, Appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Partial Defeasance Event, the release of the lien of the applicable Security Instrument on the applicable Individual Property, the review of the proposed Partial Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (4) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Defeased Note and/or the Partial Defeasance Event; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d2.8(c) hereof; (ivD) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the each Note and issue two substitute notesnotes for each Note, one note having a principal balance equal to the Partial Defeasance Amount pro rata portion of the Release Price (or applicable portion thereof) for the subject Individual Property related to such Note (the “Defeased Note”), and the other note having a principal balance equal to the pro rata portion of the excess of (A1) the then-outstanding principal amount of such Note existing immediately prior to the Loanapplicable Partial Defeasance Event, over (B2) the amount of the related Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance. In connection therewith, the Monthly Debt Service Payment Amount and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Defeased Note and the Undefeased Note shall not be cross defaulted and or cross collateralized unless the Rating Agencies or Lender (in its application of the Prudent Lender Standard) shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vE) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, that (wI) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xII) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, purposes and (zIII) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; ; (vii2) If and a REMIC Opinion as to the extent required by the Rating Agencies, Partial Defeasance Event and (3) a nonNew Non-consolidation opinion Consolidation Opinion with respect to the Successor Borrower; (viiiG) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date and (II) the date of the consummation of the Partial Defeasance Event; (H) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies Agency Confirmation as to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstandingEvent; (ixI) Borrower shall deliver to Lender an officerOfficer’s certificate Certificate certifying that the requirements set forth in this Section 2.7 2.8 have been satisfied; (xJ) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xiK) As of each of the Partial Defeasance Notice Date and as of the date of consummation of the Partial Defeasance Event, 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 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 Partial Defeasance Notice Date or the consummation of the Partial Defeasance Event (as applicable) (but in no event greater than 2.43:1.00) and (2) the Minimum Debt Service Coverage Ratio; (L) As of each of the Partial Defeasance Notice Date and as of the date of consummation of the Partial Defeasance Event, 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 Partial Defeasance Notice Date or the consummation of the Partial Defeasance Event, 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); (M) As of each of the Partial Defeasance Notice Date and as of the date of consummation of the Partial Defeasance Event, 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 Partial Defeasance Notice Date or the consummation of the Partial Defeasance Event (as applicable) (but in no event greater than 9.35%) and (2) the Minimum Debt Yield; (N) Borrower shall provide to Lender evidence reasonably acceptable to Lender that such Individual Property shall be conveyed to a Person other than Borrower and/or its Affiliates; (O) To the extent such Partial Defeasance relates to a release of a Hilton Individual Property, Borrower shall have delivered to Lender evidence reasonably acceptable to Lender that such Hilton Individual Property has been severed from the Hilton Master Lease and that such severing of the 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 (P) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and. (xiiii) If Bxxxxxxx has elected to make a partial defeasance and the requirements of this Section 2.8 have been satisfied, the applicable Individual Property shall be released from the lien of the applicable Security Instrument. In connection with the release of the lien, Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Partial Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by Lxxxxx. Such release shall be in a form appropriate in the jurisdiction in which the applicable Individual Property is located and shall contain standard provisions 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 (1) is in compliance with all Legal Requirements and (2) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs costs, taxes and expenses of Lender incurred in connection associated with the defeasancerelease of the lien of the applicable Security Instrument, including LenderLxxxxx’s reasonable attorneys’ fees fees. Borrower shall cause title to the Individual Property so released from the lien of the applicable Security Instrument to be transferred to and expenses and Rating Agency fees and expensesheld by a Person other than Borrower. Except as set forth in this Article 2, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of any Security Instrument from any Individual Property.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Permitted Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the Mortgage as to any Individual Property by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least thirty not less than fifteen (3015) days’ prior written Business Days notice (or such shorter period of time if as may be permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance is to occur. Borrower’s notice of defeasance shall create an obligation of Borrower to defease a portion of the Loan as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Partial Defeasance Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of defeasance; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof;, (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two four substitute notes, one note two notes having a an aggregate principal balance equal to Release Amount for the Partial Defeasance Amount subject Individual Property (collectively, the “Defeased Note”), and the other note two notes having a an aggregate principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loan, over (B) the amount of the Defeased Note (collectively, the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall not be cross defaulted and or cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasancedefeasance (but may be prepaid on the same terms as the Note); (v) Borrower shall execute and deliver to Lender a Defeasance Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, (A) that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) that, if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance Event pursuant to this Section 2.7(b2.5.2 (assuming a “startup day” (within the meaning of Section 860G(a)(9) of the Code) that is the earlier of the actual start-up date and the date specified in clause (a) of the definition of “Release Date” contained herein), and (yC) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (vii) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Partial Defeasance Event; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.5.2(a) have been satisfied; (x) After giving effect to the release of any Individual Properties (including the amount prepaid in Section 2.5.2(a)(ii) above and including any amount so paid in excess of 100% of the Allocated Loan Amount for any such Release Properties), the Debt Service Coverage Ratio for the Loan for the Individual Properties (excluding the Released Property) shall not be less than the greater of (i) the Debt Service Coverage Ratio as of the Closing Date for the Property as of the Closing Date and (ii) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the release of the Release Properties for the Property as of such date; provided that, in order to meet the Debt Service Coverage Ratio Test set forth in this clause (x), Borrower may defease a portion of the Loan in excess of the Release Amounts of the affected Individual Properties; (xi) Borrower shall deliver such other certificates, opinions, documents continue to comply with the terms and instruments as Lender may reasonably request; andprovisions of Section 3.1.24; (xii) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses, the Rating Agencies’ fees and expenses and Rating Agency any fees assessed by the Servicer in connection with such Partial Defeasance Event. (b) If Borrower has elected to make a partial defeasance and expensesthe requirements of this Section 2.5 have been satisfied, the Individual Property shall be released from the lien of the Mortgage. In connection with the release of the Lien, Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the Partial Defeasance Date (or such shorter period of time as may be permitted by Lender in its sole discretion), a release of Lien (and related Loan Documents) to be executed by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation that a reasonably prudent lender originating commercial loans for securitization similar to the Loan would reasonably require 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. Borrower shall pay all taxes and all reasonable costs and expenses associated with the release of the lien of the Mortgage, including Lender’s reasonable attorneys’ fees. Borrower shall cause title to the Individual Property so released from the lien of the Mortgage to be transferred to and held by a Person other than Borrower. Except as set forth in Section 2.4 or this Section 2.5, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of the Mortgage from the Property or any part thereof. (c) If Borrower has elected to make a partial defeasance and the requirements of this Section 2.5 have been satisfied, in lieu of the release of the Individual Property in accordance with Section 2.5.2(b), upon Borrower’s written request not less than fifteen (15) days prior to the date of the proposed assignment (or such shorter period of time as may be permitted by Lender in its sole discretion), Lender shall (i) sever the Note and assign or endorse over a severed note in the amount equal to the Release Amount for such Individual Property and assign the applicable Mortgage to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (ii) deliver to or as directed by Borrower the original executed severed note, (iii) deliver the original recorded copy of the applicable Mortgage in Lender’s possession or, at Borrower’s sole cost and expense, a certified copy of record, and (iv) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the applicable Mortgage except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. In connection with any transaction contemplated by this Section 2.5.2(c), Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the date of any assignment of a Mortgage (or such shorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such severance and assignment (including, without limitation, a severed note in the amount equal to the principal balance of the Loan after giving effect to such assignment), together with an Officer’s Certificate certifying that such severance and assignment will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being assigned (or as to the parties to the Loan Documents and the Individual Properties subject to the Loan Documents not being assigned). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.5.2(c) shall be paid by Borrower; provided that in no event shall Borrower be required to pay any fee or premium to the Lender or the Servicer in connection therewith.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Permitted Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the Mortgage as to any Individual Property by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least thirty not less than fifteen (3015) days’ prior written Business Days notice (or such shorter period of time if as may be permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance is to occur. Borrower’s notice of defeasance shall create an obligation of Borrower to defease a portion of the Loan as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Partial Defeasance Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of defeasance; (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a an aggregate principal balance equal to Release Amount for the Partial Defeasance Amount subject Individual Property (collectively, the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loan, over (B) the amount of the Defeased Note (collectively, the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall not be cross defaulted and or cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasancedefeasance (but may be prepaid on the same terms as the Note); (v) Borrower shall execute and deliver to Lender a Defeasance Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, (A) that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) that, if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance Event pursuant to this Section 2.7(b2.5.2 (assuming a “startup day” (within the meaning of Section 860G(a)(9) of the Code) that is the earlier of the actual start-up date and the date specified in clause (a) of the definition of “Release Date” contained herein), and (yC) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (vii) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Partial Defeasance Event; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a “big four” or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.5.2(a) have been satisfied; (x) After giving effect to the release of any Individual Properties (including the amount prepaid in Section 2.5.2(a)(ii) above and including any amount so paid in excess of 100% of the Allocated Loan Amount for any such Release Properties), the Debt Service Coverage Ratio for the Loan for the Individual Properties (excluding the Released Property) shall not be less than the greater of (i) the Debt Service Coverage Ratio as of the Closing Date for the Property as of the Closing Date and (ii) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the release of the Release Properties for the Property as of such date; provided that, in order to meet the Debt Service Coverage Ratio Test set forth in this clause (x), Borrower may defease a portion of the Loan in excess of the Release Amounts of the affected Individual Properties; (xi) Borrower shall deliver such other certificates, opinions, documents continue to comply with the terms and instruments as Lender may reasonably request; andprovisions of Section 3.1.24; (xii) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses, the Rating Agencies’ fees and expenses and Rating Agency any fees assessed by the Servicer in connection with such Partial Defeasance Event. (b) If Borrower has elected to make a partial defeasance and expensesthe requirements of this Section 2.5 have been satisfied, the Individual Property shall be released from the lien of the Mortgage. In connection with the release of the Lien, Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the Partial Defeasance Date (or such shorter period of time as may be permitted by Lender in its sole discretion), a release of Lien (and related Loan Documents) to be executed by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation that a reasonably prudent lender originating commercial loans for securitization similar to the Loan would reasonably require 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. Borrower shall pay all taxes and all reasonable costs and expenses associated with the release of the lien of the Mortgage, including Lender’s reasonable attorneys’ fees. Borrower shall cause title to the Individual Property so released from the lien of the Mortgage to be transferred to and held by a Person other than Borrower. Except as set forth in Section 2.4 or this Section 2.5, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of the Mortgage from the Property or any part thereof. (c) If Borrower has elected to make a partial defeasance and the requirements of this Section 2.5 have been satisfied, in lieu of the release of the Individual Property in accordance with Section 2.5.2(b), upon Borrower’s written request not less than fifteen (15) days prior to the date of the proposed assignment (or such shorter period of time as may be permitted by Lender in its sole discretion), Lender shall (i) sever the Note and assign or endorse over a severed note in the amount equal to the Release Amount for such Individual Property and assign the applicable Mortgage to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (ii) deliver to or as directed by Borrower the original executed severed note, (iii) deliver the original recorded copy of the applicable Mortgage in Lender’s possession or, at Borrower’s sole cost and expense, a certified copy of record, and (iv) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the applicable Mortgage except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. In connection with any transaction contemplated by this Section 2.5.2(c), Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the date of any assignment of a Mortgage (or such shorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such severance and assignment (including, without limitation, a severed note in the amount equal to the principal balance of the Loan after giving effect to such assignment), together with an Officer’s Certificate certifying that such severance and assignment will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being assigned (or as to the parties to the Loan Documents and the Individual Properties subject to the Loan Documents not being assigned). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.5.2(c) shall be paid by Borrower; provided that in no event shall Borrower be required to pay any fee or premium to the Lender or the Servicer in connection therewith.

Partial Defeasance. (a) Provided no Event of Default shall then be continuing, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Lockout Release Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan (on a Property-by-Property basis, or in connection with a defeasance of a portion of the Loan pursuant to Section 2.5.2(c)(i) or 7.8) and, if any such Property is being defeased, obtain a release of the lien of the Security Instrument encumbering any such Property being defeased by providing Lender with the Partial Defeasance Collateral (a “Partial DefeasanceDefeasance Event”) upon ), subject to the satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least thirty (30) days’ prior written not less than 30 days notice (or such shorter period of time if as permitted by Lender in its sole discretion) specifying (A) a date Payment Date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur, and (B) if any such Property is being defeased, the Property or Properties proposed to be released from the lien of the applicable Security Instrument(s) (individually a “Partial Defeasance Release Property” and collectively, the “Partial Defeasance Release Properties”); (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the Mortgage Note and the other Loan Documents; and Lender shall provide Borrower with a statement setting forth the amount of such principal, interest and other sums then due; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account for such defeasance and otherwise comply with the provisions of this Section 2.7(b) Sections 2.4.3 and Sections 2.7(c) and (d) 2.4.4 hereof; (iv) At Borrower’s expense and upon Borrower’s prior written request, Lender shall prepare (at Borrower’s expense) and Borrower shall execute and deliver to Lender all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to (A) the Release Amount for the Partial Defeasance Release Property or Partial Defeasance Release Properties if any such Property(ies) is being defeased or (B) the subject Additional Release Amount if such defeasance is performed pursuant to Section 2.5.2(b) or 7.8, as the case may be (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)2.4.4. A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account for such defeasance and the Partial Defeasance Collateral; (vi) Borrower shall deliver If any such Property is being defeased, after giving effect to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D release of the Code liens of the Security Instruments encumbering the Property or Properties proposed by Borrower to be released as a result part of the Partial Defeasance pursuant to this Event, Borrower shall remain a special purpose bankruptcy remote entity in compliance with the representations, warranties and covenants contained in Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law4.1.30; (vii) If and any such Property is being defeased, after giving effect to the extent required release of the liens of the Security Instruments encumbering the Property or Properties proposed by Borrower to be released as part of the Rating AgenciesPartial Defeasance Event, Borrower shall not be the owner of the fee simple title to such Partial Defeasance Release Property (if the subject Property is a non-consolidation opinion with respect Fee Property), or the leasehold title to such Partial Defeasance Release Property (if the Successor Borrowersubject Property is a Leasehold Property); (viii) Borrower shall deliver If any such Property is being defeased, after giving effect to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien liens of the Mortgage Security Instrument(s) encumbering the Property or Properties proposed by Borrower to be released as contemplated by this Section 2.7(b) and the substitution part of the Partial Defeasance Collateral will not result in a downgradingEvent, withdrawal or qualification the Debt Service Coverage Ratio with respect to the remaining Properties (calculated for the twelve (12) calendar month period ending with the most recently completed calendar month for which Borrower’s financial statements required to be delivered hereunder are available) shall be greater than the greater of (A) the Debt Service Coverage Ratio of all of the respective ratings in effect Properties encumbered by all of the Security Instruments immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the proposed Partial Defeasance Collateral will generate monthly amounts equal to or Date (but, in no event, greater than 1.75:1.00) and (B) the Scheduled Defeasance PaymentsClosing Date DSCR; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. (i) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Maturity Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the applicable Security Instrument as to any one or more Eligible Release Parcels by providing Lender with the Partial Defeasance Collateral (hereinafter, a “"Partial Defeasance”Defeasance Event") upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ prior written days notice (or such a shorter period of time if permitted by Lender in its sole discretion) but not more than ninety (90) days notice specifying a date (the “"Partial Defeasance Date”") on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender's receipt of such notice shall be referred to herein as the "Partial Defeasance Notice Date"); (iiB) Unless otherwise agreed to in writing by Xxxxxx, Borrower shall pay to Lender (A1) all payments of principal and interest due and payable on the Loan to and including the Partial Defeasance Date (provided that, if such Partial Defeasance Date is not a Monthly Payment Date, Borrower shall also pay to Lender all payments of principal and interest due on the Loan to and including the next occurring Monthly Payment Date); (B2) all other sums, if any, then due and payable under the Note, this Loan Agreement, the Mortgage Security Instrument and the other Loan DocumentsDocuments through and including the Partial LOAN AGREEMENT – Page 35 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA) Defeasance Date (or, if the Partial Defeasance Date is not a Monthly Payment Date, the next occurring Monthly Payment Date); (3) all escrow, closing, recording, legal, appraisal, Rating Agency and other fees, costs and expenses paid or incurred by Lender or its agents in connection with the Partial Defeasance Event, the release of the lien of the applicable Security Instrument on the applicable Eligible Release Parcels, the review of the proposed Partial Defeasance Collateral and the preparation of the Security Agreement, the Defeasance Collateral Account Agreement and related documentation; and (4) any revenue, documentary stamp, intangible or other taxes, charges or fees due in connection with the transfer or assumption of the Defeased Note and/or the Partial Defeasance Event; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d2.8(c) hereof; (ivD) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance Amount Release Price for the subject Eligible Release Parcel (the “"Defeased Note”"), and the other note having a principal balance equal to the excess of (A1) the then-outstanding principal amount of the LoanLoan existing immediately prior to the applicable Partial Defeasance Event, over (B2) the amount of the Defeased Note (the “"Undefeased Note”"). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance. In connection therewith, the Monthly Debt Service Payment Amount and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and monthly paymentsthe Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Defeased Note and the Undefeased Note shall not be cross defaulted and or cross collateralized unless the Rating Agencies or Lender (in its application of the Prudent Lender Standard) shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vE) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) Borrower shall deliver to Lender (1) an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, that (wI) Lender has a legal and valid perfected first priority security 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA) interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xII) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 Event will not result in a deemed exchange for purposes of the IRS Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, purposes and (zIII) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; ; (vii2) If and a REMIC Opinion as to the extent required by the Rating Agencies, Partial Defeasance Event and (3) a nonNew Non-consolidation opinion Consolidation Opinion with respect to the Successor Borrower; (viiiG) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as of each of (I) the Partial Defeasance Notice Date and (II) the date of the consummation of the Partial Defeasance Event; (H) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies Agency Confirmation as to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstandingEvent; (ixI) Borrower shall deliver to Lender an officer’s certificate Officer's Certificate certifying that the requirements set forth in this Section 2.7 2.8 have been satisfied; (xJ) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xiK) As of each of the Partial Defeasance Notice Date and as of the date of consummation of the Partial Defeasance Event, after giving effect to the release of the lien of the Security Instrument(s) encumbering the Eligible Release Parcels proposed by Borrower to be released, the Debt Service Coverage Ratio with respect to the remaining Property shall be no less than the greater of (1) the Debt Service Coverage Ratio of all Property encumbered by the Security Instrument immediately prior to the Partial Defeasance Notice Date or the consummation of the Partial Defeasance Event (as applicable) and (2) 2.00; (L) As of each of the Partial Defeasance Notice Date and as of the date of consummation of the Partial Defeasance Event, after giving effect to the release of the lien of the Security Instrument(s) encumbering the Eligible Release Parcels proposed by Borrower to be released, the Debt Yield with respect to the remaining Property shall be no less than the greater of (1) 13.0% or (2) the Debt Yield with respect to all of the Property immediately prior to the Partial Defeasance Notice Date or the consummation of the Partial Defeasance Event, as applicable; (M) The requirements of Section 2.9 hereof have been satisfied in full; and LOAN AGREEMENT – Page 37 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA) (N) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and. (xiiii) If Xxxxxxxx has elected to make a partial defeasance and the requirements of this Section 2.8 have been satisfied, the applicable Eligible Release Parcels shall be released from the lien of the applicable Security Instrument. In connection with the release of the lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Partial Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), a release of lien (and related Loan Documents) for execution by Xxxxxx. Such release shall be in a form appropriate in the jurisdiction in which the applicable Eligible Release Parcel is located and shall contain standard provisions 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 (1) is in compliance with all Legal Requirements and (2) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs costs, taxes and expenses of Lender incurred in connection associated with the defeasancerelease of the lien of the applicable Security Instrument, including Lender’s Xxxxxx's reasonable attorneys’ fees ' fees. Borrower shall cause title to the Eligible Release Parcel so released from the lien of the applicable Security Instrument to be transferred to and expenses and Rating Agency fees and expensesheld by a Person other than Borrower. Except as set forth in this Article 2, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of any Security Instrument from any Property.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Prepayment Lockout Expiration Date and prior to the First Open Prepayment Maturity Date as provided in Section 2.17 below, have the right to defease obtain a portion release of the Lien of a Mortgage or Mortgages and the other related Loan Documents encumbering one or more Collateral Properties (a “"Partial Defeasance”") upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ days prior written notice specifying (or such shorter period of time if permitted by Lender in its sole discretionA) specifying a date Payment Date (the “"Partial Defeasance Date”") on by which Borrower shall have satisfied the conditions in this Section 2.7(b) 2.4.2 and on which it shall effect the Partial Defeasancedefeasance, and (B) the Collateral Property proposed to be released from the Lien of its Mortgage and the other related Loan Documents (the "Release Property"); (ii) Borrower shall pay to Lender (A) all payments of accrued and unpaid interest due on the Loan principal balance of the Note to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage Agreement and the other related Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.4.3 and Sections 2.7(c) and (d) 2.4.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to 125% of the Partial Defeasance Allocated Loan Amount for the Release Property (the “"Defeased Note”"), and the other note having a principal balance equal to the excess of (A) the then-then outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “"Undefeased Note”"). The Defeased Note and the Undefeased Note will each be divided into Components which correspond with the Components that existed on the Note prior to the Partial Defeasance. The amount of the Loan being defeased will be applied to reduce the principal balance of each Component of the Undefeased Note in the priority and method set forth in Section 3.2.3 hereof. Each Component of the Defeased Note will have an initial principal balance equal to the amount of the reduction in connection with such Partial Defeasance of the corresponding Component of the Undefeased Note. The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)collateralized. A Defeased Note may not be the subject of any further defeasance; (v) After giving effect to the release of the Lien of the Mortgage encumbering the Release Property proposed by Borrower to be released, the Debt Service Coverage Ratio for the trailing twelve (12) month period with respect to the remaining Collateral Properties is not less than the greater of (A) the Debt Service Coverage Ratio of all Collateral Properties encumbered by the Mortgages immediately prior to the release and (B) the Debt Service Coverage Ratio of all of the Collateral Properties as of the date hereof. (vi) Borrower shall have delivered to Lender and the Applicable Rating Agencies shall have received from Borrower with respect to the matters referred to in clause (v), (A) statements of the Net Operating Income and Debt Service (both on a consolidated basis and separately for the applicable Collateral Property to be released) for the applicable measuring period and (B) 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 (C) calculations of the ratios referred to in such clause (v), accompanied by an Officer's Certificate stating that such statements, calculations and information are true, correct and complete in all material respects; (vii) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viviii) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only reasonably satisfactory to normal qualifications, assumptions and exceptions a prudent lender opining, among other things, that (wA) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) if a Securitization Secondary Market Transaction has occurred, the REMIC Trust formed pursuant to such Securitization Secondary Market Transaction will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of the Partial Defeasance defeasance pursuant to this Section 2.7(b)2.4.2, and (yC) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viiiix) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies Comfort Letter with respect to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstandingdefeasance; (ixx) Borrower shall deliver an officer’s certificate Officer's Certificate certifying that the requirements set forth in this Section 2.7 2.4.2 (a) have been satisfied; (xxi) Borrower shall deliver a certificate of a nationally recognized Borrower's independent certified public accounting firm reasonably acceptable to Lender accountant certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xixii) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiixiii) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the defeasance, including Lender’s 's reasonable attorneys’ ' fees and expenses and Applicable Rating Agency fees and expenses. (b) If Borrower has elected to partially defease the Note and the requirements of this Section 2.4.2 have been satisfied, the related Release Property shall be released from the Lien of its Mortgage and the other related Loan Documents. In connection with the release of the Lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Partial Defeasance 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 Release Property is located and would be reasonably satisfactory to a prudent lender originating a similar loan for its portfolio. 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. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage and the other related Loan Documents, including Lender's reasonable attorneys' fees. Borrower shall cause title to the Collateral Property so released from the Lien of its Mortgage and the other related Loan Documents to be transferred to and held by a Person other than Borrower. Except as set forth in this Section 2.4.2, in Section 2.4.1 or otherwise in this Agreement, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of any Mortgage and the other related Loan Documents on any of the Collateral Properties.

Partial Defeasance. (i) Provided (1) no Event of Default shall have occurred and remain uncured and (2) the Partial Defeasance Condition shall be satisfied, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Permitted Defeasance Date and prior to the First Open Permitted Par Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the applicable Security Instrument as to any one or more Individual Properties (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (iA) Borrower shall provide Lender at least not less than thirty (30) days’ days prior written notice (or such shorter period of time if permitted by to Lender in its sole discretion) specifying a date the Payment Date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance Event is to occur (the date of Lender’s receipt of such notice shall be referred to herein as a the “Partial Defeasance Notice Date”); (iiB) Borrower shall pay to Lender (A) all payments accrued and unpaid interest on the principal balance of interest due on the Loan to and including the Partial Defeasance Date. If for any reason the Partial Defeasance Date is not a Payment Date, the Borrower shall also pay interest that would have accrued on the Note through and including the next Payment Date; (BC) Borrower shall pay to Lender all other sums, not including scheduled interest or principal payments, then due under the Note, this Loan Agreement, the Mortgage Security Instruments and the other Loan Documents; (iiiD) Borrower shall irrevocably deposit pay to Lender the required Partial Defeasance Deposit for the Partial Defeasance Collateral into Event and complies with and satisfies the Defeasance Collateral Account and otherwise comply with the provisions requirements of this Section 2.7(b2.5.1(b)(ii) and Sections 2.7(c) and (d) hereofbelow; (ivE) Lender shall prepare (at Borrower’s expense) and Borrower shall execute all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to the Partial Defeasance greater of 120% of the Allocated Loan Amount for the subject Individual Property or Individual Properties or 80% of the proceeds from the sale of the subject Individual Property or Individual Properties (the “Defeased Note”), and the other note having a principal balance equal to the excess of (A1) the then-outstanding principal amount of the LoanLoan existing immediately prior to the applicable Partial Defeasance Event, over (B2) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentspayment amounts and the fact that the U.S. Obligations will be substituted as collateral in lieu of the Individual Property or Individual Properties to be released. In connection therewith, the Monthly Debt Service Payment Amount and the amount of each such payment applied to principal thereafter (if any) shall be divided between the Defeased Note and the Undefeased Note in the same proportion as the unpaid principal balance (in each case immediately after the Partial Defeasance Event) of the Defeased Note and the Undefeased Note, as the case may be, bears to the aggregate principal balance due under the Defeased Note and the Undefeased Note immediately after the Partial Defeasance Event. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasance; (vF) Borrower shall execute and deliver to Lender a Security Agreement Agreement, in respect of form and substance satisfactory Lender creating a first priority lien on the Defeasance Collateral Account and U.S. Obligations purchased with the Partial Defeasance CollateralDeposit in accordance with the provisions of this Section 2.5.1(b); (viG) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only Borrower, delivered by counsel acceptable to normal qualificationsLender, assumptions and exceptions opiningstating, among other thingsthings but without substantive qualification, that (wa) Lender has a legal and valid perfected valid, duly perfected, first priority security interest in the Defeasance Collateral Account and U.S. Obligations purchased with the Partial Defeasance CollateralDeposit and that the Security Agreement is enforceable against Borrower in accordance with its terms, (xb) if the delivery of the U.S. Obligations purchased with the Partial Defeasance Deposit to Lender does not constitute a Securitization has occurredfraudulent or preferential or other avoidable transfer under Bankruptcy Code Sections 547 and 548, (c) neither the REMIC Trust formed defeasance nor any other transaction that occurs pursuant to such Securitization the provisions of this Section 2.5.1(b) has caused or will not fail cause the Loan (including for this purpose the Loan Documents) to maintain its status as cease to be a “real estate mortgage investment conduitqualified mortgage” within the meaning of Section 860D 860G of the Code, either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or superseded from time to time) or under any other provision of the Code or otherwise, and (d) the defeasance and/or any other transaction that occurs pursuant to the provisions of this Section 2.5.1(b) will not cause the failure of any REMIC Trust or any other entity that holds the Note to maintain its tax status. The opinions set forth in clauses (a), (b), (c) and (d) above, or any portion thereof, may, in Lender’s discretion, be rendered by counsel to Lender at Borrower’s sole cost and expense; (H) The Partial Defeasance Event shall be permitted under REMIC Requirements in effect as a result of each of (I) the Partial Defeasance pursuant to this Section 2.7(b), Notice Date; and (yII) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state lawDate; (viiI) If and to the extent required by the Rating AgenciesLender, a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from each of the applicable Rating Agencies to the effect that the such release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgradingdowngrade, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance Partial Defeasance Event for the Certificates Securities issued in connection with the Securitization which are then outstanding; (ixJ) Borrower shall deliver an officerOfficer’s certificate Certificate certifying that (a) the requirements set forth in this Section 2.7 2.5.1(b) have been satisfied; , (xb) Borrower shall deliver the transactions that are being carried out pursuant to this Section 2.5.1(b) (including specifically the release of the lien of the applicable Security Instrument) are being effected to facilitate the disposition of the applicable Property or any other customary commercial transaction and not as part of an arrangement to collateralize a certificate REMIC Trust offering with obligations that are not real estate mortgages, and (c) the amounts of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the U.S. Obligations purchased with the Partial Defeasance Collateral will Deposit comply with all the requirements of this section including the requirement that the U.S. Obligations purchased with the Partial Defeasance Deposit shall generate monthly amounts equal to or greater than the Scheduled Partial Defeasance Payments required to be paid under the Defeased Note through the Maturity Date; (K) Borrower shall deliver a certificate of Borrower’s independent certified public accountant, acceptable to Lender in its discretion, certifying that the U.S. Obligations purchased with the Partial Defeasance Deposit generate monthly amounts equal to or greater than the Scheduled Partial Defeasance Payments; (xiL) As of each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 Service Coverage Ratio with respect to the remaining Individual Properties shall be no less than 1.35 to 1.00; (M) As of each of the Partial Defeasance Notice Date and as of the Partial Defeasance Date, 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 Loan to Value Ratio with respect to the remaining Individual Properties shall be no greater than 125% (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust); (N) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiiO) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s (A) any costs and expenses associated with a release of the Lien of each applicable Security Instrument or Security Instruments as provided in Section 2.6 hereof, (B) reasonable attorneys’ fees and expenses incurred in connection with the Partial Defeasance Event, (C) the costs and expenses of the Rating Agency Agencies, (D) any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Defeased Note, or otherwise required to accomplish the defeasance and (E) the costs and expenses of Servicer and any trustee, including reasonable attorneys’ fees and expenses. (ii) In connection with the Partial Defeasance Event, Borrower shall use the Partial Defeasance Deposit to purchase U.S. Obligations which provide payments on or prior to, but as close as possible to, all successive scheduled Payment Dates after the Partial Defeasance Date upon which interest and principal payments are required under the Defeased Note, and in amounts equal to or more than the scheduled payments due on such Payment Dates under the Defeased Note (including scheduled payments of principal, interest, servicing fees (if any), and any other amounts due under the Defeased Note on such Payment Dates) and assuming the Defeased Note is prepaid in full on the Maturity Date (the “Scheduled Partial Defeasance Payments”). Notwithstanding the foregoing, at Lender’s option, Lender, acting on Borrower’s behalf as Borrower’s agent and attorney-in-fact, may use the Partial Defeasance Deposit to purchase, or cause to be purchased, the above-referenced U.S. Obligations that Borrower is required to purchase pursuant to this Section 2.5.1(b)(ii). By depositing the Partial Defeasance Deposit with Lender, Borrower shall thereby appoint Lender or Lender’s servicer or other agent as Borrower’s agent and attorney-in-fact, with full power of substitution, for the purpose of purchasing the U.S. Obligations with the Partial Defeasance Deposit and delivering the U.S. Obligations to Lender. Borrower, pursuant to the Security Agreement or other appropriate document, shall authorize and direct that the payments received from the U.S. Obligations may be applied to satisfy the Debt Service obligations of Borrower under the Defeased Note. Any portion of the Partial Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by this Section 2.5 and satisfy Borrower’s other obligations under this Section 2.5 and Section 2.6 shall be remitted to Borrower. (iii) If any notice of partial defeasance is given pursuant to Section 2.5.1(b)(i)(A), Borrower shall be required to partially defease the Loan on the Partial Defeasance Date (unless such notice is revoked by Borrower prior to the Partial Defeasance Date in which event Borrower shall immediately reimburse Lender for any and all reasonable costs and expenses incurred by Lender in connection with Borrower’s giving of such notice and revocation).

Partial Defeasance. Borrower shall(a) Provided no Event of Default shall have occurred and remain uncured, as a condition to and only in connection with a Partial Release of a Partial Release Property Borrowers shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Permitted Prepayment Date as provided in Section 2.17 belowDate, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the related Mortgage encumbering one or more Individual Properties by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower Borrowers shall provide Lender at least not less than thirty (30) days’ days prior written notice (or such a shorter period of time if permitted by Lender in its sole discretion) specifying (A) a date Monthly Payment Date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance is to occur, and (B) the Individual Property or Individual Properties proposed to be released from the lien of the applicable Mortgage (individually a “Release Property” and collectively the “Release Properties”); (ii) Borrower Borrowers shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the applicable Mortgage and the other Loan DocumentsDocuments with respect to such Release Property or Release Properties, as applicable; (iii) Borrower Except to the extent that all or any portion of the Excess Release Amount is allocated to any of the Other Loans and the Other Properties pursuant to subsection (iv) below, Borrowers shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.4 and Sections 2.7(c) and (d) 2.5.5 hereof; (iv) Lender The Excess Release Amount shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal be allocated to the Partial Defeasance Amount (Loan and/or the “Defeased Note”), Other Loans as determined by Lender and the other note having a principal balance equal Other Lenders, in their reasonable discretion (after consultation with the Borrowers) (and the reduction of the Allocated Loan Amounts of such affected Individual Properties or Other Properties shall be reduced in accordance with the definition of Allocated Loan Amount set forth herein and the Other Loan Agreements, as applicable). If the Excess Release Amount is allocated to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly payments. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d). A Defeased Note may not be the subject of any further defeasance; (v) then Borrower shall execute and deliver to Lender a Security Agreement in respect comply with the provisions of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses2.5.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and be continuing, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Prepayment Effective Maturity Date as provided in Section 2.17 below, have the right to defease obtain a portion release of the Loan Lien of the Mortgages encumbering one or more Individual Properties other than the San Xxxxxxxxx Xxxxxx and the Chicago Hilton (a “Partial Defeasance”"PARTIAL DEFEASANCE") upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ days prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying (A) a date (the “Partial Defeasance Date”"PARTIAL DEFEASANCE DATE") on which Borrower shall have satisfied the conditions in this Section 2.7(b) 2.5.2 and on which it shall effect the Partial Defeasancedefeasance and (B) the Individual Property or Properties proposed to be released from the Lien of the Mortgages (individually a "RELEASE PROPERTY" and collectively the "RELEASE PROPERTIES"); (ii) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage Mortgages and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to one hundred twenty percent (120%) of the Partial Defeasance Allocated Loan Amount for the Release Property or Release Properties, as the case may be (the “Defeased Note”"DEFEASED NOTE"), and the other note having a principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loan, over (B) the amount of the Defeased Note (the “Undefeased Note”"UNDEFEASED NOTE"). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)2.5.4. A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) After giving effect to the release of the Lien of the Mortgages 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 is not less than the greater of (A) the Debt Service Coverage Ratio of all Individual Properties encumbered by the Mortgages prior to the release and (B) 2.26x; (vii) Borrower shall have delivered to Lender and the Rating Agencies shall have received from Borrower with respect to the matters referred to in clause (vi), (A) statements of the Net Cash Flow and Debt Service (both on a combined basis and separately for the applicable Individual Property or Individual Properties to be released) for the applicable measuring period and (B) based on the foregoing statements of Net Cash Flow and Debt Service, calculations of the Debt Service Coverage Ratio both with and without giving effect to the proposed release, and (C) calculations of the ratios referred to in such clause (vi), accompanied by an Officer's Certificate stating that such statements, calculations and information are true, correct and complete in all material respects; (viii) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (wA) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of the Partial Defeasance defeasance pursuant to this Section 2.7(b)2.5.2, (yC) a Partial Defeasance defeasance pursuant to this Section 2.7 2.5.2 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan Defeased Note and the Undefeased Note as indebtedness for federal income tax purposes, (zD) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; law and (viiE) If and to the extent if required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viiiix) Borrower shall deliver to Lender a confirmation evidence in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Individual Property or Individual Properties from the Lien of the Mortgage as contemplated by this Section 2.7(b) 2.5.2 and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a "big five" or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as to Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred an Officer's Certificate certifying that the requirements set forth in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.this Section 2.5.2

Partial Defeasance. (i) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 below, shall have the right at any time after the Release Date to defease obtain a portion release of the Loan (a “Partial Defeasance”) lien of the Security Instruments encumbering one or more Individual Properties upon satisfaction of the following conditions: (iA) Borrower shall provide Lender at least thirty sixty (3060) days’ days prior written notice (or such shorter period of time if permitted by Lender in its sole discretion) specifying (A) a date Payment Date (the “"Partial Defeasance Date”") on which Borrower shall have satisfied the conditions in this Section 2.7(bArticle VI(c) and on which it shall effect the Partial Defeasancedefeasance and (B) the Individual Property or Properties proposed to be released from the lien of the Security Instruments (individually a "Release Property" and collectively the "Release Properties"); (iiB) Borrower shall pay to Lender (A) all payments of principal and interest due on the Loan this Note to and including the Partial Defeasance Date and (B) all other sums, then due under the this Note, this Loan Agreement, the Mortgage Security Instruments and the other Loan Other Security Documents; (iiiC) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(cArticle VI(d) and (de) hereof; (ivD) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the this Note and issue two substitute notes, one note having a principal balance equal to 125% of the Partial Defeasance Allocated Loan Amount for the Release Property or Release Properties, as the case may be (the “"Defeased Note”"), and the other note having a principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loanthis Note, over (B) the amount of the Defeased Note (the “"Undefeased Note”"). The Defeased Note and Undefeased Note shall have identical terms as the this Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)Article VI(e) hereof. A Defeased Note may not be the subject of any further defeasance; (vH) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viF) After giving effect to the release of the lien of the Security Instruments encumbering the Individual Property or Individual Properties proposed by Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurredbe released, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status debt service coverage ratio (as a “real estate computed by Lender in accordance with generally accepted industry underwriting standards for securitized commercial mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (yloans) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; remaining Individual Properties is not less than the greater of (viii1) Borrower shall deliver to the debt service coverage ratio (as computed by Lender a confirmation in writing from accordance with generally accepted industry underwriting standards for securitized commercial mortgage loans) of all Individual Properties encumbered by the applicable Rating Agencies Security Instruments prior to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(band (2) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior 1.53 to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding1.0; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. Borrower shall, as a condition to and only in connection with a Partial KC Release of a Partial Release the KC Property after the First Open Defeasance Date and prior to the First Open Prepayment Date as provided in Section 2.17 2.11 below, have the right to defease a portion of the Loan in the amount of the Partial Defeasance Amount (a “"Partial Defeasance”") upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ ' prior written notice (or such shorter period of time if permitted by Lender in its sole discretionLender) specifying a date (the “"Partial Defeasance Date”") on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial Defeasance; (ii) Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) and Sections 2.7(c) and (d) hereof; (iv) Lender shall prepare (at Borrower’s 's expense) all necessary documents to modify this Loan Agreement and to amend and restate the each Note and issue two four substitute notes, two of which notes (collectively, the "Defeased Note") shall have an aggregate principal balance equal to the Partial Defeasance Amount, with one note such Defeased Note payable to the Note A Lender and having a principal balance equal to the Partial Loan A Defeasance Amount (the “"Defeased A Note”"), and the other note such Defeased Note payable to the Note B Lender and having a principal balance equal to the Partial Loan B Defeasance Amount (the "Defeased B Note"), and the other two of which notes (collectively, the "Undefeased Note") having an aggregate principal balance equal to the excess of (A) the then-outstanding principal amount of the Loan, over (B) the aggregate amount of the Defeased Note, with one such Undefeased Note (the “"Undefeased A Note”)") payable to the Note A Lender and having a principal balance equal to the excess of (1) the then-outstanding principal amount of Loan A, over (2) the aggregate amount of the Defeased A Note, and the other such Defeased Note the "Undefeased B Note") payable to the Note B Lender and having a principal balance equal to the excess of (X) the then-outstanding principal amount of Loan B, over (Y) the aggregate amount of the Defeased B Note. The Defeased A Note and Undefeased A Note shall have identical terms as the Note A except for the principal balance and monthly payments. The Defeased B Note and Undefeased B Note shall have identical terms as Note B except for the principal balance and monthly payments. The "Partial Loan A Defeasance Amount" shall be equal to the product of the Partial Defeasance Amount multiplied by a fraction, the numerator of which is the then-outstanding Principal Indebtedness of Loan A and the denominator of which is the aggregate then-outstanding Principal Indebtedness of Loan A and Loan B. The "Partial Loan B Defeasance Amount" shall be equal to the product of the Partial Defeasance Amount multiplied by a fraction, the numerator of which is the then-outstanding Principal Indebtedness of Loan B and the denominator of which is the aggregate then-outstanding Principal Indebtedness of Loan A and Loan B. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)collateralized. A Defeased Note may not be the subject of any further defeasance; (v) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only to normal qualifications, assumptions and exceptions opining, among other things, that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (x) if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance pursuant to this Section 2.7(b), (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xi) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xii) Borrower shall pay all costs and expenses of Lender incurred in connection with the defeasance, including Lender’s reasonable attorneys’ fees and expenses and Rating Agency fees and expenses.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Prepayment Lockout Expiration Date and prior to the First Open Prepayment Anticipated Repayment Date as provided in Section 2.17 below, have the right to defease obtain a portion release of the Loan Lien of a Mortgage or Mortgages encumbering one or more Collateral Properties (a “"Partial Defeasance”") upon satisfaction of the following conditions: (i) Borrower shall provide Lender at least thirty (30) days’ days prior written notice specifying (or such shorter period of time if permitted by Lender in its sole discretionA) specifying a date Payment Date (the “"Partial Defeasance Date”") on which Borrower shall have satisfied the conditions in this Section 2.7(b) 2.4.2 and on which it shall effect the Partial Defeasancedefeasance, and (B) the Collateral Property proposed to be released from the Lien of its Mortgage (the "Release Property"); (ii) Borrower shall pay to Lender (A) all payments of accrued and unpaid interest due on the Loan Principal balance of the Note to and including the Partial Defeasance Date and (B) all other sums, then due under the Note, this Loan Agreement, the Mortgage Mortgages and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.4.3 and Sections 2.7(c) and (d) 2.4.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a principal balance equal to 125% of the Partial Defeasance Allocated Loan Amount for the Release Property (the “"Defeased Note”"), and the other note having a principal balance equal to the excess of (A) the then-outstanding principal original Principal amount of the Loan, over (B) the amount of the Defeased Note (the “"Undefeased Note”"). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsPrincipal balance. The Defeased Note and the Undefeased Note shall be cross defaulted and cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)collateralized. A Defeased Note may not be the subject of any further defeasance; (v) After giving effect to the release of the Lien of the Mortgage encumbering the Release Property proposed by Borrower to be released, the Debt Service Coverage Ratio for the trailing twelve (12) month period with respect to the remaining Collateral Properties is not less than the greater of (A) the Debt Service Coverage Ratio of all Collateral Properties encumbered by the Mortgages immediately prior to the release and (B) the Debt Service Coverage Ratio of all of the Collateral Properties as of the date hereof. (vi) Borrower shall have delivered to Lender and the Applicable Rating Agencies shall have received from Borrower with respect to the matters referred to in clause (v), (A) statements of the Net Operating Income and Debt Service (both on a consolidated basis and separately for the applicable Collateral Property to be released) for the applicable measuring period and (B) 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 (C) calculations of the ratios referred to in such clause (v), accompanied by an Officer's Certificate stating that such statements, calculations and information are true, correct and complete in all material respects; (vii) Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (viviii) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary in commercial lending transactions and subject only satisfactory to normal qualifications, assumptions and exceptions a reasonably prudent lender opining, among other things, that (wA) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) if a Securitization Secondary Market Transaction has occurred, the REMIC Trust formed pursuant to such Securitization Secondary Market Transaction will not fail to maintain its status as a “"real estate mortgage investment conduit” " within the meaning of Section 860D of the Code as a result of the Partial Defeasance defeasance pursuant to this Section 2.7(b)2.4.2, (y) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (zC) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy Code or applicable state law; law and (viiD) If and to the extent required by the Rating Agencies, a non-consolidation opinion an Insolvency Opinion with respect to the Successor Borrower; (viiiix) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies Comfort Letter with respect to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstandingdefeasance; (ixx) Borrower shall deliver an officer’s certificate Officer's Certificate certifying that the requirements set forth in this Section 2.7 2.4.2 (a) have been satisfied; (xxi) Borrower shall deliver a certificate of a nationally recognized Borrower's independent certified public accounting firm reasonably acceptable to Lender accountant certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (xixii) Borrower shall deliver such other certificates, opinions, documents and instruments as Lender may reasonably request; and (xiixiii) Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the defeasance, including Lender’s 's reasonable attorneys’ ' fees and expenses and Rating Agency fees and expenses. (b) If Borrower has elected to partially defease the Note and the requirements of this Section 2.4.2 have been satisfied, the Release Property shall be released from the Lien of its Mortgage. In connection with the release of the Lien, Borrower shall submit to Lender, not less than thirty (30) days prior to the Partial Defeasance 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 Release 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, 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. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage, including Lender's reasonable attorneys' fees. Borrower shall cause title to the Collateral Property so released from the Lien of its Mortgage to be transferred to and held by a Person other than Borrower. Except as set forth in this Section 2.4.2, in Section 2.4.1 or otherwise in this Agreement, no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of any Mortgage on any of the Collateral Properties.

Partial Defeasance. (a) Provided no Event of Default shall have occurred and remain uncured, Borrower shall, as a condition to and only in connection with a Partial Release of a Partial Release Property shall have the right at any time after the First Open Defeasance Release Date and prior to the First Open Permitted Prepayment Date as provided in Section 2.17 below, have the right to voluntarily defease a portion of the Loan and obtain a release of the lien of the Mortgage as to any Individual Property by providing Lender with the Partial Defeasance Collateral (hereinafter, a “Partial DefeasanceDefeasance Event”) upon satisfaction of the following conditionsconditions precedent: (i) Borrower shall provide Lender at least thirty not less than fifteen (3015) days’ prior written Business Days notice (or such shorter period of time if as may be permitted by Lender in its sole discretion) specifying a date (the “Partial Defeasance Date”) on which Borrower shall have satisfied the conditions in this Section 2.7(b) and on which it shall effect the Partial DefeasanceDefeasance is to occur. Borrower’s notice of defeasance shall create an obligation of Borrower to defease a portion of the Loan as set forth therein, but may be rescinded by a written notice to Lender prior to the applicable Partial Defeasance Date. Borrower agrees to indemnify Lender and to hold Lender harmless from and against any and all costs and expenses Lender sustains or incurs as a consequence of any such rescission of a notice of defeasance; (ii) Borrower shall pay to Lender (A) all payments of principal arid interest due on the Loan to and including the Partial Defeasance Date and (B) all other sums, sums then due under the Note, this Loan Agreement, the Mortgage and the other Loan Documents; (iii) Borrower shall irrevocably deposit the Partial Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of this Section 2.7(b) Sections 2.5.3 and Sections 2.7(c) and (d) 2.5.4 hereof; (iv) Lender Borrower shall prepare (at Borrower’s expense) all necessary documents to modify this Loan Agreement and to amend and restate the Note and issue two substitute notes, one note having a an aggregate principal balance equal to Release Amount for the Partial Defeasance Amount subject Individual Property (collectively, the “Defeased Note”), and the other note having a principal balance equal to the excess of (A) the then-outstanding original principal amount of the Loan, over (B) the amount of the Defeased Note (collectively, the “Undefeased Note”). The Defeased Note and Undefeased Note shall have identical terms as the Note except for the principal balance and monthly paymentsbalance. The Defeased Note and the Undefeased Note shall not be cross defaulted and or cross collateralized unless the Rating Agencies shall require otherwise or unless a Successor Borrower that is not an Affiliate of Borrower is established pursuant to Section 2.7(d)otherwise. A Defeased Note may not be the subject of any further defeasancedefeasance (but maybe prepaid on the same terms as the Note); (v) Borrower shall execute and deliver to Lender a Defeasance Security Agreement in respect of the Defeasance Collateral Account and the Partial Defeasance Collateral; (vi) Borrower shall deliver to Lender an opinion of counsel for Borrower that is customary standard in commercial lending transactions and subject only to normal customary qualifications, assumptions and exceptions opining, among other things, (A) that (w) Lender has a legal and valid perfected first priority security interest in the Defeasance Collateral Account and the Partial Defeasance Collateral, (xB) that, if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Partial Defeasance Event pursuant to this Section 2.7(b2.5.2 (assuming a “startup day” (within the meaning of Section 860G(a)(9) of the Code) that is the earlier of the actual start-up date and the date specified in clause (a) of the definition of “Release Date” contained herein), and (yC) a Partial Defeasance pursuant to this Section 2.7 will not result in a deemed exchange for purposes of the Code and will not adversely affect the status of the Loan as indebtedness for federal income tax purposes, (z) delivery of the Partial Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law; (vii) If and to the extent required by the Rating Agencies, a non-consolidation opinion with respect to the Successor Borrower; (vii) Borrower shall deliver to Lender a Rating Agency Confirmation as to the Partial Defeasance Event; (viii) Borrower shall deliver to Lender a confirmation in writing from the applicable Rating Agencies to the effect that the release of the Partial Release Property from the Lien of the Mortgage as contemplated by this Section 2.7(b) and the substitution of the Partial Defeasance Collateral will not result in a downgrading, withdrawal or qualification of the respective ratings in effect immediately prior to such defeasance for the Certificates issued in connection with the Securitization which are then outstanding; (ix) Borrower shall deliver an officer’s certificate certifying that the requirements set forth in this Section 2.7 have been satisfied; (x) Borrower shall deliver a certificate of a “big four’ or other nationally recognized public accounting firm reasonably acceptable to Lender certifying that the Partial Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments; (ix) Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.5.2(a) have been satisfied; (x) After giving effect to the release of any Individual Properties (including the amount prepaid in Section 2.5.2(a)(ii) above and including any amount so paid in excess of 100% of the Allocated Loan Amount for any such Release Properties), the Debt Service Coverage Ratio for the Loan for the Individual Properties (excluding the Released Property) shall not be less than the greater of (i) the Debt Service Coverage Ratio as of the Closing Date for the Property as of the Closing Date and (ii) the Debt Service Coverage Ratio for the trailing twelve (12) full calendar months as of the date immediately preceding the release of the Release Properties for the Property as of such date; provided that, in order to meet the Debt Service Coverage Ratio Test set forth in this clause (x), Borrower may defease a portion of the Loan in excess of the Release Amounts of the affected Individual Properties; (xi) Borrower shall deliver such other certificates, opinions, documents continue to comply with the terms and instruments as Lender may reasonably request; andprovisions of Section 3.1.24; (xii) Borrower shall pay all reasonable out-of-pocket costs and expenses of Lender incurred in connection with the defeasancePartial Defeasance Event, including Lender’s reasonable attorneys’ fees and expenses, the Rating Agencies’ fees and expenses and Rating Agency any fees assessed by the Servicer in connection with such Partial Defeasance Event. (b) If Borrower has elected to make a partial defeasance and expensesthe requirements of this Section 2.5 have been satisfied, the individual Property shall be released from the lien of the Mortgage. In connection with the release of the Lien, Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the Partial Defeasance Date (or such shorter period of time as may be permitted by Lender in its sole discretion), a release of Lien (and related Loan Documents) to be executed by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender. In addition, Borrower shall provide all other documentation that a reasonably prudent lender originating commercial loans for securitization similar to the Loan would reasonably require 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. Borrower shall pay all taxes and all reasonable costs and expenses associated with the release of the lien of the Mortgage, including Lender’s reasonable attorneys’ fees. Borrower shall cause title to the Individual Property so released from the lien of the Mortgage to be transferred to and held by a Person other than Borrower. Except as set forth in Section 2.4 or this Section 2.5 no repayment, prepayment or defeasance of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of the Mortgage from the Property or any part thereof. (c) If Borrower has elected to make a partial defeasance and the requirements of this Section 2.5 have been satisfied, in lieu of the release of the Individual Property in accordance with Section 2.5.2(b), upon Borrower’s written request not less than fifteen (15) days prior to the date of the proposed assignment (or such shorter period of time as may be permitted by Lender in its sole discretion), Lender shall (i) sever the Note and assign or endorse over a severed note in the amount equal to the Release Amount for such Individual Property and assign the applicable Mortgage to any Person designated by Borrower, which assignment and severance documents shall be in recordable form, (ii) deliver to or as directed by Borrower the original executed severed note, (iii) deliver the original recorded copy of the applicable Mortgage in Lender’s possession or, at Borrower’s sole cost and expense, a certified copy of record, and (iv) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance, provided, in each case, without covenant, recourse, representation (other than representations that such assignment has been duly authorized and that Lender has not otherwise assigned or encumbered the applicable Mortgage except as expressly contemplated therein) or warranty by Lender and notwithstanding anything to the contrary contained herein, pursuant to instruments or other documents in form and substance reasonably satisfactory to Lender. in connection with any transaction contemplated by this Section 2.5.2(c), Borrower shall submit to Lender for its review, not less than fifteen (15) days prior to the date of any assignment of a Mortgage (or such shorter period of time as may be permitted by Lender in its sole discretion), all instruments and documents to be executed by Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such severance and assignment (including, without limitation, a severed note in the amount equal to the principal balance of the Loan after giving effect to such assignment), together with an Officer’s Certificate certifying that such severance and assignment will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being assigned (or as to the parties to the Loan Documents and the Individual Properties subject to the Loan Documents not being assigned). All reasonable out-of-pocket costs and expenses incurred by Lender pursuant to this Section 2.5.2(c) shall be paid by Borrower; provided that in no event shall Borrower be required to pay any fee or premium to the Lender or the Servicer in connection therewith.